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Operator: Good day, everyone, and welcome to Pfizer's First Quarter 2026 Earnings Conference Call. Today's call is being recorded. At this time, I would like to turn the call over to Francesca DeMartino, Chief Investor Relations Officer and Senior Vice President. Please go ahead, ma'am. Francesca DeMartino: Good morning, and welcome to Pfizer's earnings call. I'm Francesca DeMartino, Chief Investor Relations Officer. On behalf of the Pfizer team, thank you for joining us. This call is being made available via audio webcast at pfizer.com. Earlier this morning, we released our results for the first quarter 2026 via press release that is available on our website at pfizer.com. I'm joined today by Dr. Albert Bourla, our Chairman and CEO; and Dave Denton, our CFO. Albert and Dave have some prepared remarks, and we will then open the call for questions. Members of our leadership team will be available for the Q&A session. Before we get started, I want to remind you that we will be making forward-looking statements and discussing certain non-GAAP financial measures. I encourage you to read the disclaimers in our slide presentation, the press release we issued this morning and the disclosures in our SEC filings, which are all available on the IR website on pfizer.com. Forward-looking statements on the call are subject to substantial risks and uncertainties, speak only as of the call's original date, and we undertake no obligation to update or revise any of the statements. With that, I will turn the call over to Albert. Albert Bourla: Thank you, Francesca. Good morning, everyone. Thank you for joining our call. It's a wonderful day here in New York. We've had a strong start to the year. Our business continues to perform well, and we are making strategic progress. One of our great strengths is the ability to execute. And we are delivering on our financial commitments while we also invest to strengthen Pfizer for future growth and impact. In the first quarter, we exceeded expectations for both total revenues and adjusted diluted earnings per share. We have made progress so far this year in delivering our 2026 critical R&D milestones, including 3 positive Phase III readouts and encouraging mid-stage readouts for both approved and investigational medicines. We are keeping pace with our robust agenda of approximately 20 planned pivotal study starts this year. We also had 2 significant legal developments that improved our growth profile post-2028 and of course, our cash flow outlook. Our recent settlement agreements resolving infringement of patents related to Vyndamax have the potential to change the growth profile of the company significantly post-2028. This gives us greater confidence that starting in 2029, we will enter a 5-year period of high single-digit revenue CAGR. Additionally, we view the recent Belgian court ruling regarding Comirnaty contracts with EU member countries as a positive for future EPS and cash flow. The improved visibility into our cash flow provide is a positive for our longer-term capital allocation priorities, including, of course, our ability to preserve and support the dividend. As we look to the rest of the year, we are clearly focused on our most impactful opportunities to create value for patients and our shareholders. We previously shared our strategic priorities for 2026, and I will walk you through the progress we are making on all 4. Our launched and acquired products had a tremendous start to the year with 22% growth. Three of our business development transactions represent about 8% of the invested capital in recent years, and they are all progressing very well. Oncology represents our most advanced and concentrated area of research and commercial focus and our Seagen acquisition is a central reason why. Since beginning -- since bringing the company to Pfizer, we have transformed our oncology organization, unifying our team, expanding our commercial portfolio and advancing a leading ADC platform. The 20% year-over-year operational revenue growth in the quarter of our Seagen products shows that we have made good progress in deepening our presence within the oncology community. We continue to strengthen physician engagement and drive greater recognition of the clinical value of our medicines. We are also executing with focus to maximize the value of our Metsera acquisition. This underpins the strategy intended to position Pfizer as a leader in the next generation of obesity therapies. We intend to advance 10 Phase III studies this year, and we are targeting a first approval in 2028 from a portfolio that includes ultra-long-acting peptides with the potential, if successful, developed and approved for competitive efficacy and tolerability with a differentiated monthly maintenance dosing schedule. The success we have achieved with Nurtec since our Biohaven acquisition shows the power of our leading field force and commercial capabilities at work. Nurtec contributed in the first quarter with 41% operational growth driven by robust demand and both -- for both acute and preventive migraine treatments. We continue to see a meaningful growth opportunity in the oral CGRP class of medicines for patients with migraine. Of course, 2026 is a pivotal year for R&D, and I'm pleased with our early progress this quarter. While we have a large active pipeline, we rely on a rigorous and disciplined approach to focus resources where we see the greatest potential. We are targeting approximately 20 pivotal study starts, 8 key data readouts and 4 regulatory decisions this year. Our critical R&D milestones reinforce how we are concentrating investment in key areas such as oncology, metabolic disease and vaccines, where we have existing commercial infrastructure, scientific expertise and significant opportunity for competitive differentiation. Roughly half of our anticipated key data readouts and regulatory decision in 2026 are expected to come from oncology where we are advancing multiple programs across areas such as breast, [ genitourinary ] thoracic, gastrointestinal and blood cancer. During the quarter, we presented notable EV-304 study findings for Padcev at ASCO GU. The results show that Padcev and pembrolizumab reduces the risk of recurrence or death by nearly 50% in patients with cisplatin-eligible muscle-invasive bladder cancer. Combined with the recent compelling data from the EV-303 trial, this highlights the potential for this regimen to become the new standard of care for patients with muscle-invasive bladder cancer, regardless of cisplatin eligibility. Bladder cancer is diagnosed in more than 600,000 (sic) [ 614,000 ] patients each year globally, including an estimated 85,000 in the U.S. MIDC represents approximately 30% of all these bladder cancer cases. The positive top line results we shared last week from the Phase III MagnetisMM-5 study of Elrexfio represent a meaningful step toward our goal of reaching more patients earlier in the course of their disease. In this study, Elrexfio significantly improved progression-free survival for double-class exposed patients with relapsed or refractory multiple myeloma who received at least one prior line of treatment. This is a significant opportunity to address patient need. Multiple myeloma, an aggressive and currently incurable blood cancer, is the second most common type of blood cancer worldwide with over 36,000 new cases each year in the United States and over 187,000 new cases globally. During the quarter, we also shed randomized Phase II data for atirmociclib, our potential first-in-class CDK4 inhibitor, in patients with HR2/HER2 negative breast cancer who received prior CDK4/6 inhibitor-based treatment. These data suggest that atirmociclib has the potential to differentiate from the CDK4/6 inhibitor class with improved efficacy and tolerability, reinforcing our confidence in the molecule. Looking ahead, we remain focused on accelerating this investigational medicine's development in first-line and early breast cancer, where it may provide even greater impact for patients. We view this as an important opportunity to deliver a next-generation backbone therapy, building on Pfizer's long commitment to patients with breast cancer. In vaccines, we have been working with regulators on the pathway for expanding coverage through our next-generation pneumococcal conjugate vaccine to extend our leadership in this competitive space. Yesterday, we initiated our Phase III program for our 25-valent pediatric vaccine candidate with increased valency and next-generation serotype 3 technology. I'm also pleased to provide an update on our strategy in the adult market. We have decided to advance directly to our fifth-generation adult vaccine candidate. And, today, I am proud to share for the first time that it includes coverage for 35 serotypes. We believe this gives us the strongest opportunity to maintain our current market leadership in the adult market over the long term, and we expect to enter clinical development this year. In I&I, we announced a positive readout in March from a Phase II trial of tilrekimig, our investigational trispecific antibody, in atopic dermatitis. We intend to advance a broad clinical development program for this investigational medicine, which was discovered in-house at Pfizer and is currently being evaluated in atopic dermatitis and also in asthma and COPD. We remain on track with our commitment and our continued focus on what matters most: maximizing the long-term value of our pipeline for patients and shareholders. We are investing with strategic discipline and focus to build a foundation supporting our aim of high single-digit 5-year revenue CAGR. It's vital that our R&D organization has the resources to advance our robust pipeline, including both internally discovered programs and opportunities we have added through strategic moves such as our acquisition of Metsera and our in-licensing agreements with 3SBio and YaoPharma. Our commercial teams are the leaders in translating scientific progress into real-world impact. We are furthering investments to provide them with capabilities, technology and support helping our medicines reach the right patients at the right time so we can deliver sustained value. We also remain deeply committed to our shareholders. We intend to maintain and over time, grow our dividend as we continue to delever and build long-term value. Embedding the use of artificial intelligence across our company is a key strategic priority, and we are driving continued progress in R&D, commercial, manufacturing and core enterprise functions. We are empowering our colleagues to accelerate innovation by pairing frontier AI tools, tailored to function and role, with comprehensive and continuously updated training. One of the areas where we see the most substantial promise is the discovery, development and delivery of new medicines and vaccines. Leveraging the power of AI to compress timelines and improve decision-making is central to our innovation strategy. We are embedding AI into each functional line of R&D. Pfizer has a vast repository of small and large molecule, translational and clinical data and AI is creating the opportunity to unlock insights that could drive a significant impact on how we discover and develop medicines and vaccines. So with that now, I will turn it over to Dave to speak about the financial performance of the company. David Denton: Great. Thank you, Albert, and good morning. Let me begin by highlighting that our strong first-quarter performance reflects the continued disciplined execution across our strategic priorities, and importantly, continued progress in repositioning the company for sustainable growth. We are making targeted investments today to drive revenue growth later in the decade and beyond. Looking ahead, Pfizer is entering a new phase. Our launched and acquired products, combined with the strengthening pipeline, are positioning the company with the ability to deliver growth towards the end of the decade. While we remain focused on managing near-term LOE headwinds, we are actively building the foundation for durable long-term value creation. And with that as context, I'll review our first quarter results, discuss our capital allocation priorities, and conclude with an update on our '26 guidance, which we are reaffirming today. In the first quarter of '26, revenues were $14.5 billion, exceeding our expectations and representing an operational increase of 2%. Excluding our COVID products, the underlying business delivered approximately 7% operational revenue growth, reflecting solid demand across key brands and continued strong commercial execution. On the bottom line, first quarter reported diluted earnings per share was $0.47, and adjusted diluted earnings per share was $0.75, also exceeding our expectations. In addition to our strong revenue, this outperformance also reflects our ongoing commitment to managing our cost base and to drive productivity across the organization. Our results this quarter demonstrate the effectiveness of our refined commercial strategy. We saw solid contributions across our product portfolio, primarily driven by Padcev, Eliquis, Nurtec, Lorbrena and the Vyndaqel family, each reflecting focused execution in our key therapeutic areas. Our launch and acquired products delivered $3.1 billion in the first quarter revenues and grew by approximately 22% operationally. These results demonstrate the early impact of our portfolio transition and our investment strategies. We continue to invest behind these product groups to support their growth, which we expect will enable the company to partially offset upcoming LOE headwinds over the next several years. Adjusted gross margin for the first quarter was approximately 76%, primarily the result of product mix during the quarter and ongoing cost control measures. I do want to note, accrued royalty expense was higher this quarter and dampened gross margin compared to the first quarter of last year. With that said, strong cost management across our manufacturing footprint remains a top priority. As a reminder, over the past several years, our adjusted gross margins have generally remained in the mid-to-upper 70s when excluding Comirnaty, which is a 50-50 profit split with our partner BioNTech. We continue to expect approximately $700 million in savings from our Phase I of our manufacturing optimization program this year with approximately $175 million realized in this quarter. Total adjusted operating expenses were $5.5 billion for the first quarter of '26, an increase of 4% operationally versus the first quarter of last year. And now looking at the components. Adjusted SI&A expenses decreased 5% operationally, primarily reflecting lower marketing and promotional spending on various products from more targeted investments and ongoing productivity improvements, as well as lower spending in corporate enabling functions. Adjusted R&D expenses increased 11% operationally, primarily driven by an increase in spending in certain oncology and obesity product candidates. First quarter 2026 adjusted operating margin was strong at 38% and above pre-pandemic levels, demonstrating effective cost management as well as revenue performance. We have already made meaningful progress on our productivity initiatives and remain on track to deliver the majority of the anticipated $7.2 billion in total net cost savings by the end of '26. And looking ahead, we will continue to identify opportunities to further enhance efficiencies while prioritizing investments that support future growth. Turning to the bottom line. Q1 reported diluted earnings per share again was $0.47, and our adjusted diluted earnings per share was 75% -- $0.75, which benefited from our strong non-COVID revenue and efficient operating structure. Now with that, let me turn to our capital allocation strategy. Our strategy is designed to enhance long-term shareholder value while preserving flexibility. It includes reinvesting in the business at appropriate returns, maintaining and over time growing our dividend and preserving optionality for future value-enhancing actions, including share repurchases. In Q1, we invested $2.5 billion in internal R&D, returned $2.4 billion to shareholders via the quarterly dividend and our completed business development activity was minimal. We closed on the sale of our stake in ViiV in the second quarter, providing us with approximately $1.65 billion in net proceeds, after taxes and customary closing costs. Our BD capacity, when including the ViiV proceeds, is approximately $7 billion. First quarter '26 operating cash flow was $2.6 billion and leverage ended the quarter at approximately 2.8x. And as just a reminder, given the LOE headwinds over the next few years, we expect leverage to remain around the current levels or even slightly higher through the transition period. I will also mention that we made our final TCJA repatriation tax payment of approximately $2.6 billion in April. Based on our performance to date and continued execution, we are reaffirming our full year '26 guidance today. We continue to expect total company revenues in the range of $59.5 billion to $62.5 billion and adjusted diluted earnings per share in the range of $2.80 to $3 a share. This outlook reflects our expectation of strong contributions across our product portfolio, adjusted gross margins in the mid-70s range, disciplined cost management and continued investments to support growth by the end of this decade. As a reminder, sustained low disease levels of COVID will likely continue to weigh on Paxlovid utilization over the next several months. And additionally, our plan assumes that the majority of Comirnaty sales will occur towards the end of the year and consistent with the vaccination season. And as always, we continue to monitor currency fluctuation as the year progresses. In closing, over the next several years, our focus remains on investing in key assets while managing upcoming LOE events, primarily from this year through 2028. As we look towards the end of the decade, growth is expected to be driven by our advancing R&D pipeline and the continued progress of our launched and acquired products. Following the Vyndamax settlement, we now have a clear line of sight to a high single-digit 5-year revenue CAGR post-2028. Furthermore, this event, combined with our legal win in the Belgium court regarding the EU Comirnaty contract will enhance our cash flow post-2028. We continue to position Pfizer for durable long-term growth and shareholder value. And with that, I'll now turn the call back over to Albert to begin the Q&A session. Albert Bourla: Thanks, Dave. Nice quarter. Now operator, please assemble the queue. Operator: [Operator Instructions] And our first question today comes from Vamil Divan with Guggenheim. Vamil Divan: I'll keep it to one. I think a lot of focus on the upcoming ADA meeting. Just curious if you can just kind of clarify exactly what we should expect to see. I know we obviously see VESPER-3, but any other data that we should expect from a Pfizer perspective? And I think hosting an investor event in conjunction with [indiscernible]. So curious if there's any other details you can share around that? Albert Bourla: So Chris, the question is for you. How much of the data we're going to disclose in the ADA? Chris Boshoff: Thank you very much for the question. It's obviously a very important program. We're excited with the progress. And since the close of Metsera, as you know, we had exceptional execution, not only in the clinical development, but also on the commercial development side and as well as CMC and on the pharmaceutical sciences as well as the devices. Detailed data from VESPER-3 will be shared, the top line data we presented last time at the 4Q '25 earnings. Data from VESPER-1, the open-label extension, will be shared as well as data from VESPER-2, which is weekly [ danuglipron ], our new name for GLP-1, with or without titration in participants with type 2 diabetes will be shared. We will not share yet at ADA data on amylin mono. We expect 24 weeks monotherapy and 28 weeks combination with the amylin and GLP-1 that will be shared in the second half of this year. Operator: Our next question comes from Dave Risinger with Leerink Partners. David Risinger: So my questions are on your oncology readouts this year that could move the needle for the company. Could you comment on your expectations for SV and Mevro pivotal readouts this year? And then separately, if you could just please provide an update on your restructuring of corporate strategy and business development operations at the company? Albert Bourla: Thank you very much, Dave. Let me take the second one and then Chris will address the SV and Mevro. We did some changes in our organizational structure that are aligned with our constant effort to simplify. We have reduced the members of my executive team by 4 over the next couple of years -- over the last 2 years. So the business development moved under Chris Boshoff because most of the business development are right now related with R&D pipeline and choices. We see significant improvement in any friction that could exist and how smooth things could work by doing that. We also moved the commercial development, which is all the commercial strategies that we're sitting in that group into the global marketing of the organization. And that creates also a significant amount of synergies by having global and new products, global market with new products and with our old products. That went under -- Alexandre took over the responsibility to manage the portfolio management team. He's the new Chair, and he is focusing on prioritizing the pipeline. And then the strategy group moved to my Chief of Staff, so in the office of the CEO, where I can have also better supervision. So this is the change that happened into our organization. And we feel that they are consistent with everything we were planning, which is simplification of our business. Chris? Chris Boshoff: Thank you very much. So to start with SV, important program for us. Integrin B6C is a highly differentiated target overexpressed in 90% of lung cancers and little expressed in normal tissue in the lung. And we were encouraged by the first-line data, which we -- I mean, the Phase I data, which we shared, albeit a single-arm experience with a median overall survival of approximately 16.3 months. The second-line study, just a reminder, is focused on non-squamous based on the signals we've seen and Phase III study against docetaxel. The study is statistically powered should it be positive for overall survival. It will also be clinically meaningful. Just a reminder, we also have an ongoing Phase III trial in the TPS high, TPS more than 50. And data will be shared at ASCO from the Phase I experience. This is pembro versus pembro plus SV. A reminder that last year, we shared data for that combination in PD-L1 high handful of patients, but everyone responded in that population. So it was 100% response rate in a small population. And for mevrometostat, again, an important differentiated, highly specific differentiated EZH2. The first study that will read out is MEVPRO-1, which is in patients post abiraterone of significant unmet need and enzalutamide versus -- sorry, enzalutamide plus EZH2 versus physicians' choice of enzalutamide or docetaxel. And that should read out middle or second half of this year. Operator: Our next question comes from Chris Schott with JPMorgan. Christopher Schott: Maybe 2 for me. First, maybe for Dave or the broader team. I know you typically don't raise guidance with 1Q, but does seem like a very solid start to the year from a revenue perspective. Can you just talk generally about the business trends versus your expectations and just how you're thinking about the year progressing from here? And then second question for me was on BD capacity. You mentioned $7 billion. I guess just given the Vyndamax clarity, could the company look at larger transactions if the right deal were to present itself? Or is the focus still much more on the internal pipeline and maybe small tuck-ins from here? David Denton: Yes. Chris, Dave here. Thank you. Yes, I think to your first question, company is off to a really solid start in Q1. If you look kind of up and down and across the board from a product perspective, we exceeded expectations on top line and bottom line and really strong cost control and cost management and very disciplined execution. So yes, setting ourselves up really well for delivery for the balance of the year. As you well know, Chris, I have a philosophy of not really adjusting in Q1. I think as you well know, if you look at our COVID franchise, it will always be back half weighted because of the seasonality of this. And so we are, if anything, have derisked delivery on that without raising guidance. So absent that, we probably would be raising guidance. How is that? So again, strong performance. Secondly, as I said, we do have $7 billion in BD capacity. Obviously, this development from a legal perspective actually gives us more confidence in our cash flow delivery over the next several years. And we constantly look at BD and understand what is appropriate strategically to do from a BD perspective to support the needs of the company and deliver long-term value. Operator: Our next question comes from Kerry Holford with Berenberg. Kerry Holford: Just on Comirnaty, I wonder if you can just talk a little bit more about the vaccination rates you're expecting this year within the U.S. and international regions? And then just coming back to the international region, can you talk a little bit more about the existing European contracts, remind us of those existing phase payments. And in the context of that recent Belgian court decision, the 2 items together, how should we think about the evolution of ex-U.S. sales for that vaccine? Albert Bourla: Okay. Let's start with international, and then we move to with Alexandre and then Aamir will speak about the vaccination rates in the U.S. Alexandre de Germay: Yes, good question. Just to put context, the decline that you see in Q1 on Comirnaty has nothing to do with vaccination. It's really the effect of last year. We shipped our last contract elements of our contract with the U.K. So we don't have that contract anymore in 2026, and that's why you have a reduction. But it doesn't really talk about the vaccination rate. Actually, we went through the vaccination numbers in Europe in 2025 and mostly stable versus 2024. Of course, you have differences. For instance, in France, the vaccination rate is around 25% in adult. In Spain, it's going to be around 35%. But those rates are stable, and we see government's willingness to continue to invest and increase awareness of their older and at-risk population to get vaccination. In 2026, we will work with those governments across the European Unions to actually continue to execute our contract the same way we did in previous years. Now with regard to the legal case and the court judgment on April 1, 2026, the court judgment is very clear, and we've started to work with the governments in Poland and Romania to actually execute the judgment and we're discussing the best path forward to implement that judgment. Albert Bourla: Thank you, Alexandre. So Aamir, what about the U.S.? Aamir Malik: Vaccination rates in the U.S., obviously, is very different for every segment. In COVID with Comirnaty, there was a narrowing of the label. So we did see a shrinking of the market a bit. In the case of RSV, we obviously now going past our third season with a tougher to activate adult population, but growing on the maternal space, and there's population dynamics with infants and adults. So we see ups and downs in the vaccination rates as a result of those dynamics. But what I feel very good and very confident about is the way that we're executing in that market. So if you look at every single one of our teams, we have market-leading positions. [ Prevnar ] more than 60%, Comirnaty more than 60%, [ Abrysvo ] now at 84% and [ Prevnar ] adult, even after many months of competition from Merck holding share steady at 70%. So I feel very good about the way that we're executing in a slightly turbulent market. Albert Bourla: Thank you for the confidence, Aamir. Operator: Our next question comes from Umer Raffat with Evercore ISI. Umer Raffat: And I appreciate some of the comments you made around maintaining the dividend. I just thought I would approach it from 2 different angles, if I may. First, I guess, what's the likelihood that Pfizer entertains a transformative M&A in near or medium term, which could end up impacting dividend as we've seen in history? And then secondly, Albert, I guess, how are you personally, but also the Board thinking about your tenure at Pfizer and how it ties to dividend integrity beyond? Albert Bourla: Look, we never say never, and we always look at every business -- possible business combination for an M&A. If you are asking me if right now, we think that we are going to go for something very big, a big merger, no. We think that right now, in the next few years, it is the time to execute on AI transformation of these organizations. And that requires not the disruption of mega merger. So I would say that we are open to everything and we are looking at everything that can create shareholder value, but it is not right now very high in our list to find something like that. The second question, how I see my tenure? I see it like continuing. And I said multiple times that I was very proud of what we were able to achieve with COVID. But then if you are spoiled with this feeling of satisfaction, you want to do it again. So I'm planning to do it again and hopefully, with cancer and obesity and vaccines. Operator: Our next question comes from Asad Haider with Goldman Sachs. Asad Haider: Albert, just going back to last December's guidance call, you highlighted $17 billion of annual revenue impacted by LOEs by 2030. And now with the [ Vyndamax ] patent settlement extending that to mid-2031, your comments that you are aiming to achieve high single-digit 5-year revenue growth starting in 2029. Just if you could double-click on that a little bit more, just looking at the pipeline and the current BD aperture that you just described, just level set us on any updated thoughts on bridging the gap around how we should be thinking about the levers to drive this growth against the stacked LOEs? And then just related, embedded in this high single-digit CAGR, what are the assumptions around your base business such as COVID and the current oncology products? Albert Bourla: Yes. It is easier, of course, to forecast the base business because it's a constant. So that it is following the normal trend that we expect based on product by product. The LOEs also are easy to predict because they have the certainty of occurrence. Right now, you're right, with this 2.5 years delay of the LOE of a product that is $6 billion plus, it is providing significant, as you can understand, opportunity for cash flows, EPS and change the growth profile. So that's why we spoke now because with this uncertainty going about our projections about the growth profile, which we said it is starting in '29, it's a 5-year high single-digit CAGR. How that is built is built with the current portfolio with the decline through the LOEs and with the additions of pipeline that they are heavy risk adjusted. So it's not that we are having [ binary ] events. So the pipeline are multiple, as you know. We have a series of readouts right now that will affect the revenues in the '29. And so I think when -- I feel confident about that because when it is a large number of pipeline assets risk adjusted, statistics usually work. And those that will fail will fail and those that will succeed will succeed, but the risk adjustment takes into consideration about that. So very confident about the growth trajectory of the company starting in '29. And I'm also very confident that we navigate the LOEs, as you saw right now, very well starting already this year, the LOEs. I also want to emphasize that always the strategy for LOEs was new and acquired products to do well because they were launched and acquired to offset the LOEs. They are growing 22% this year. They are already on $3.1 billion in a quarter. If you -- without saying that that's the guidance, but if you multiply by 4 just to give you [indiscernible], we are talking about over $12 billion this year and growing. And the $17 billion of LOEs now after [indiscernible], they are more $14 billion to $15 billion rather than $17 billion. So I think it's manageable. Operator: Our next question comes from Evan Seigerman with BMO Capital Markets. Evan Seigerman: I really want to touch on capital deployment, specifically when it comes to share repurchases. Dave, I know that, that's been a method that you wanted to employ now with clarity on [indiscernible] and the CAGR post-2028, what other -- what else do you need to see to potentially start buying back shares, especially at these levels? David Denton: Yes, Evan, great question. We always look at our capital allocation strategy of balancing between the 3 options that we have. At the moment, our focus is really on investing in our R&D platform and in business development to drive long-term value. With the development in these court cases, that does give us a bit more confidence in our cash flow over time. So you'll see us the capital allocation share repurchase level will come back into greater consideration going forward. So great question. Something we always look at, and we're always looking to do what's best for the company and shareholders long term. Operator: Our next question comes from Courtney Breen with Bernstein. Courtney Breen: I just wanted to probe a little bit more on [ sigtolimod vedotin ] and positioning in that frontline setting, all comers relative to the Symbiotic-Lung-01 study that you've already started with the PD-1 VEGF. I also note that you've got kind of a Phase I/II running combining these 2 assets. And can you help us contextualize that new Phase III all-comers that you intend to start this year for SV first line and how that may be positioned relative to Symbiotic-Lung-01? Albert Bourla: All right, Chris? Chris Boshoff: Thank you very much for the question. Lung cancer is obviously a very significant unmet need and having a number of shots on goal now with a very differentiated portfolio gives us confidence that we can continue to play an important role in lung cancer beyond just in the targeted therapies like [ lorlatinib ]. For SV, we are very encouraged by the data we've seen for the combination of pembrolizumab plus SV in the PD-L1 high population, where we've previously chosen a small number -- a small cohort of patients that they all responded in the PD-L1 high to that combination. So the Phase III study that's ongoing of pembrolizumab versus pembrolizumab for SV, that study is recruiting well in the first-line setting, and we're confident for the readout for that study. And ongoing also is the second-line study, which is against docetaxel, which was encouraged by the previous data we've seen obviously in a single-arm experience with a median overall survival of 6.3 months. So that study should read out midyear. That's docetaxel versus SV second line powered for -- obviously, for overall survival. And if it's positive, as I said earlier, it will be clinically meaningful. And then ongoing studies being planned also for the broader population in combination with chemo plus pembrolizumab, and we will share some of the data later this year for the early data for that combination. In terms of 4404, at ASCO, we will share the Phase II data of 4404 monotherapy in first-line PD-L1 expressing non-small cell lung cancer. As you know, we recently shared data at AACR, where we repeated the preclinical and early data generated by [ Bio China ]. So we're really confident that this is a differentiated molecule. And the binding against VEGF is -- we've shown at AACR is better, is higher affinity than what's seen with [ bevacizumab ]or that's seen with competitive VEGF/PD-1 molecules. So confident in the molecule. We'll share more data later this year with a broad program starting, including in combination with chemo. And just a reminder at ASCO, we will also share data and with 4401 plus chemo in first-line advanced recurrent endometrial cancer, another program that we plan to start a Phase III program. Operator: Our final question comes from Louise Chen with Scotiabank. Louise Chen: I wanted to ask you, which key products do you think will drive the reacceleration of your growth in 2029 and beyond? And then regarding the international obesity opportunity, just curious what you've learned from the launch of your GLP-1 in China? Albert Bourla: Alexandre, let's start with you again this time because of visiting international has, of course, the Lilly numbers have surprised how big the international market is. And then also speak about key products that will drive your growth in '29. And then Aamir, U.S. key products that will drive growth in '29, please? Alexandre de Germay: So a good question on the ecnoglutide launch in China. Of course, it's very, very early day. We really launched the product Monday last week. So I mean, it's only a week, so I can't really talk to you about the penetration of ecnoglutide in China. But what is really interesting is actually the incidence of chronic weight in China is quite high, 15% of the Chinese population. And considering the size of the China population, that makes it one of the larger market for chronic weight management. And that's the reason why we decided on March -- on February this year to actually do this collaboration with Hangzhou Sciwind Biosciences for the commercialization of ecnoglutide in China. And since then, we got the approval and commercialized these assets. Ecnoglutide has a very interesting profile. And actually, its demonstrating in a placebo-controlled study, a 15.1% weight loss at 48 weeks, which is in par with the best GLP-1. With this biased mechanism of action of GLP-1, we think that we have -- we are bringing to market a very effective asset with a good tolerability profile. And of course, we're going to leverage our very strong primary care capabilities in China that puts Pfizer China as one of the leading in primary care. So the combination of a very attractive clinical profile plus our knowledge in this area, we believe matters a leader in this category. And we're not coming very late into the market because remember, Lilly really introduced their asset in -- at the beginning of last year. So it's not like we're coming many years after the introduction of those assets. So as I said, I'm very optimistic, both due to the profile of this asset and the capability that we have developed in China. Now when it comes into the growth engine of the international, there are -- I just want to step back one second. If you look at the quarter and the fact that our non-COVID primary care grew double-digit growth, we delivered $2 billion this quarter. Remember, we closed last year with a double-digit growth on primary care. Now if you look at the Specialty Care, about $1.5 billion this quarter, we're delivering a double-digit growth again. That was on the back of a double-digit growth last year. And there are assets in those different areas that will continue to power our growth. I come back to Primary Care, our vaccines are growing very strongly. And the reason why we are growing very strongly on vaccine is because both on [ pneumococcal ] and on RSV, we have a large population. If you look at -- as you know, in [ pneumococcal ], this is a very -- this is -- it's a very large population and 2/3 of our vaccine business come from pediatrics. And of course, we have a large pediatric population to continue to grow so both in maternal immunization and [indiscernible]. So the vaccines have a potential to grow in pediatric and in adults. Of course, a big growth in the -- at the end of the decade will come from the Metsera access in chronic weight management because there are 2 elements of that. One, it's an underserved category with a large epidemic across the world, right? In some of the emerging markets, we have a very high prevalence in Saudi, in Brazil, in Mexico of obesity. And our presence in those markets will -- with a strong primary care will allow us to actually tap this potential. But also, it is a cash market, which also is a big advantage in Europe, in Japan and other developed markets where right after approval, we can introduce those products, which is not the case today in many of our categories because it takes a lot of time for reimbursement negotiation with the payers. So you see we have an in-line asset that will continue to power the growth, and we are bringing assets like the Metsera that will go straight to market. And of course, the oncology asset will come, but it will take longer for reimbursement negotiation. Albert Bourla: Thank you, Alexandre. Aamir, now your thoughts for U.S.? Aamir Malik: Louise, thanks for the question. There's many things that give us confidence about driving growth in the U.S. in '29. If you take the first category, we have products that are on the market today that have a lot of upside to them. So if you think about Padcev, all of our recent growth has been primarily driven by LAM UC. We're at the high 50% penetration there. And we've got lots of upside in MIDC, 303 and 304. So there's a lot of headroom for growth there. Secondly, you look at products like Nurtec, we've got a lot of tailwind behind us now, but only 60% of people who write a triptan have yet to write an oral CGRP. So there's a lot of headroom for growth, and we're executing really well against that. Second, you look at some of our existing large franchises. We have a lot of confidence in what's going to happen with [ Vyndamax ]. Now with 5 years of additional exclusivity gives us the opportunity to invest and to continue to grow diagnosis. And we are doing a great job defending our existing patient base as well as ensuring that it is the choice -- the top choice for new patient starts. And so we think we have a lot of momentum on franchises like that as well. And then just to complement what Alexandre was saying, if I think about new areas of growth, we talked a lot about the oncology assets already, but obviously, we're very excited about what we have to bring to the market in obesity. The assets speak for themselves, but what I'm particularly excited about is the fact that we have unique capabilities as a company to win in this area, both in terms of our ability to activate consumers and patients in very different ways as well as our legacy in this space and the fact that almost 60% of physicians who are going to write these products we already touch today through a combination of our field forces. So those combinations are just some examples of what gives us confidence to grow in '29 and beyond. Albert Bourla: Thank you, Aamir, and thank you, everyone, for your attention. Our strong performance in the quarter reflects the impact of our continued focus and disciplined execution. We are engaging with precision to maximize the value of our commercial portfolio, and we are seeing the results in our financial performance. In R&D, we are making meaningful progress with a robust slate of critical milestones ahead in 2026 that we believe will further demonstrate the strength and breadth of our pipeline. I want to thank my Pfizer team. I believe we have the best team Pfizer ever had. They are dedicated to our purpose, continue to deliver and embrace our commitment to creating long-term value for patients and for our shareholders. Thank you for joining the call today, and thank you for your interest in Pfizer. We look forward to sharing further updates as we execute our priorities throughout the year. Operator: Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.
Operator: Thank you for standing by, and welcome to the First Watch Restaurant Group, Inc. First Quarter Earnings Conference Call occurring today, May 5, 2026, at 8:00 a.m. Eastern Time. [Operator Instructions] This call will be archived and available for replay at investors.firstwatch.com under the News and Events section. I would now like to turn the conference over to Steven Marotta, Vice President of Investor Relations at First Watch to begin. Steven Marotta: Hello, everyone. I am joined by First Watch's Chief Executive Officer and President, Chris Tomasso; and Chief Financial Officer, Mel Hope. This morning, First Watch issued its earnings release for the first quarter of fiscal 2026 on Globe Newswire and filed its quarterly report on Form 10-Q with the SEC. These documents can be found at investors.firstwatch.com. This conference call will include forward-looking statements that are subject to various risks and uncertainties that could cause the company's actual results to differ materially from these statements. Such statements include, without limitation, statements concerning the condition of the company's industry and its operations, performance and financial condition, outlook, growth plans and strategies and future expenses. Any such statements should be considered in conjunction with cautionary statements in the company's earnings release and the risk factor disclosure in the company's filings with the SEC, including our annual report on Form 10-K and quarterly reports on Form 10-Q. First Watch assumes no obligation to update these forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law. Lastly, management's remarks today will include references to various non-GAAP measures, including restaurant-level operating profit, restaurant level operating profit margin, adjusted EBITDA and adjusted EBITDA margin. Investors should review the reconciliation of these non-GAAP measures to the comparable GAAP results contained in the company's earnings release filed this morning. Any reference to percentage growth when discussing the first quarter performance is a comparison to the first quarter of 2025, unless otherwise indicated. And with that, I will turn the call over to Chris. Christopher Tomasso: Good morning, everyone. Thank you for joining us to discuss our first quarter results as well as our plans for the balance of 2026. First, I want to express my appreciation to our entire team across the country, more than 17,000 dedicated employees whose commitment to making days brighter drives our success. We're pleased with our first quarter performance as several of our key growth initiatives supported solid financial results. We delivered same-restaurant sales growth of 2.8%, generated restaurant-level operating profit margin of 18.5% and expanded the system to 648 restaurants with the opening of 16 new locations. We believe our first quarter results and the benefits we are realizing from our growth initiatives line up well with our full year expectations. As a result, we are reiterating our fiscal 2026 same-restaurant sales growth and total revenue growth guidance. We're also raising the low end of our adjusted EBITDA guidance. Early last year, we began investing in digital marketing programs and accelerated that effort in the first quarter of 2026. We expanded the rollout of our digital marketing campaign to approximately 75% of our restaurant base, up from roughly 1/3 in 2025. Based on early analytics, we are already realizing a positive ROI on the increased expense in the markets receiving support for the first time in addition to the positive ROI in markets benefiting from a second year of investment, reinforcing our conviction in the strategy and plan. The campaign is built around a targeted multichannel approach that spans paid social, online video, paid search and connected TV, allowing us to reach consumers in a relevant and engaging way. We're encouraged by the engagement across several key measures. The campaign is attracting first-time customers who may not have previously considered the brand, reengaging customers who had lapsed in frequency and driving greater frequency among our existing customer base. At the same time, we are seeing improvement across key metrics, including gains in both unaided brand awareness and future purchase intent, which we believe are critical indicators of First Watch's long-term growth potential. These early results demonstrate that our increased investment is not only driving near-term traffic and engagement, but also strengthening the brand and building a higher lifetime customer value, so much so that we are pulling forward several million dollars of marketing spend into the second quarter from the back half of 2026. We're also pleased with the performance of our new core menu. As we discussed on our last conference call, we conducted extensive testing of the menu in 2025, our first comprehensive menu update in more than a decade. The primary objective was to elevate the overall guest experience while also simplifying execution and improving efficiency for our restaurant teams. Following the positive test results, we rolled out the new core menu system-wide by late February. Early reads have been positive across a host of KPIs. For instance, the 2 prior seasonal menu fan favorite items we highlighted, the Barbacoa Breakfast Tacos and the Barbacoa Chilaquiles Breakfast Bowl are both mixing above our expectations and both are higher-margin entrees. In addition, the menu enhancements are driving positive mix of our fresh juices, shareables and add-ons. The new core menu is constructively impacting our consolidated sales mix and overall check composition. We're seeing higher attachment rates and more frequent trade-ups, which have translated into per person check average growth in the first quarter that was incremental to our carried pricing. That dynamic indicates that customers are not only responding well to the updated menu, but also that the new design is encouraging them to explore deeper into our offerings, validating both the strategic intent and the financial discipline behind this important initiative. We also made a tactical decision to extend the duration of our Jumpstart seasonal menu from the traditional 10-week to 20 weeks, a first for our company. This move was motivated by 3 key objectives. First, the increased repetition realized in the longer LTO menu window enables our operators to focus on the exceptional execution of the new core menu. Second, we are using the extended time frame of our Jumpstart seasonal menu to evaluate how a longer-tailed marketing campaign could influence future seasonal menu mix as a percentage of consolidated sales. Encouragingly, attachment of our seasonal menu items has improved alongside the launch of the new menu. Even alongside the positive mix we are seeing from the core menu, it's exciting to see attachment to our seasonal offerings strengthen as customers respond enthusiastically to both. Third, we brought back several of our most successful limited time offerings to the menu in order to generate excitement and strengthen customer engagement. Among these returning favorites were the BEC, a Bacon Egg and Cheddar sandwich served on thick artisan Sordough and the Strawberry Tres Leches French Toast. The newest introduction, the Chimichurri Steak & Eggs Hash is now our highest performing seasonal entree of all time. Successful innovations in our restaurants, like those I've been sharing on this call, illustrate the power of the entrepreneurial First Watch culture. Promising ideas quickly rise to in-restaurant testing, which provides for optimization through the working partnership of our culinary and operations teams. The result is our rich portfolio of new initiatives and upcoming offerings. We recently wrapped up testing of the highest mixing new shareable item is Million Dollar Bacon, which will launch in just a few weeks. Moreover, a suite of offerings that are driving higher attachment and boosting the guest experience is going into test now with an expectation that they will earn their way under the core menu early next year. Shifting the spotlight to development and growth. We remain the fastest-growing full-service restaurant brand in the United States and the success of our recent classes reflects the benefits of following our disciplined real estate site selection criteria and our broad appeal. Our preopening period marketing builds anticipation and trial, which has been supported by our operations teams, who work together to ensure we are executing at a high level upon opening in the critical early months following and for years to come. The class of 2025 annualized sales remains solidly ahead of both our underwriting targets and our comp base. And while still early, our recent class of 2026 NROs is performing even better. Looking ahead, our priorities for 2026 and beyond are focused on driving durable, profitable growth. We're going to expand our presence in the new markets we've recently entered, moving briskly from market entry to market densification. By increasing restaurant density within a local market, we enhance regional efficiencies, broaden our customer base and build additional brand awareness. At the same time, we will continue to be disciplined about where we expand. We are strategically filling in core markets where we already have strong operating leverage while also expanding in emerging markets where we have identified compelling long-term demand and significant white space. The bottom line is First Watch works everywhere. Considering our proven portability, we have the competitive advantage of opening new restaurants in a balanced fashion across core, emerging and new markets on our march to 2,200 locations. We have established ourselves as the leader in daytime dining and continue to grow market share, strengthening our leadership position. When one looks across the landscape, there is simply no other daytime dining brand that brings together our scale, our discipline, our proven ability to grow consistently and the size of the white space still in front of us. Taken together, these attributes truly differentiate First Watch. We're energized by what lies ahead with ongoing innovation leading to growth, and we remain focused on doing what we do best, creating a wonderful place to work for our teams and delivering an experience that keeps customers coming back. And with that, I'll turn it over to Mel. Mel Hope: Thank you, Chris. Total first quarter revenues were $331 million, an increase of 17.3% with positive same-restaurant sales growth of 2.8%. Our top line growth results from the positive same-restaurant sales growth, coupled with contributions from 194 noncomp restaurants, including 68 company-owned new restaurant openings and 19 franchise locations acquired since the fourth quarter of 2024. Same-restaurant traffic growth was negative 2%, with weather negatively affecting the quarter by around 100 basis points in addition to our customary planned sales transfer. Excluding those impacts, underlying traffic trends remain consistent with our expectations. Food and beverage expense was 22.6% of sales compared to 23.8%. As a percentage of sales, costs benefited from carried pricing of around 4% and commodity deflation around 1.6%. The commodity deflation was driven primarily by eggs, avocados and a brief favorable market trend in bacon prices. Labor and other related expenses were 33.7% of sales in the first quarter, a 90 basis point improvement from 34.6% reported in the first quarter of 2025. Carried pricing offset 3.7% of labor inflation, while our labor efficiency was essentially flat as compared to last year. We realized restaurant-level operating profit margin of 18.5% in the first quarter of 2026, a 200 basis point improvement over last year. We realized a percentage margin of 0.3% this quarter at the income from operations line. At $39.9 million, general and administrative expenses were 12.1% of total revenue. The increase compared to last year was largely due to the scheduling of our leadership conference in the first quarter and the expansion of our 2026 equity compensation program. First quarter G&A expenses were lower than our plan due largely to the timing of certain activities. Although, our full year G&A expense plan remains unchanged, we are applying to the second quarter a portion of the marketing expense planned for the back half of the year, leading to our expectation that total second quarter G&A expenses will approximate the first quarters. Adjusted EBITDA increased 22.2% to $27.8 million, a $5 million increase versus the $22.8 million reported last year. Adjusted EBITDA margin was 8.4% as compared to the 8.1% margin we realized in the first quarter of 2025. Net loss was $2.7 million. We opened 16 new system-wide restaurants during the first quarter, of which 13 are company-owned and 3 are franchise owned and ended with 648 restaurants across 32 states. The net effect of acquisitions in the quarter, which includes only the impact of purchases made within the last 12 months, increased revenue by about $8 million and adjusted EBITDA by just over $1 million. For further details on the first quarter, please review our supplemental materials deck on our Investor Relations website beneath the webcast link. Now, I'll provide our updated outlook for 2026. We are reiterating the 1% to 3% range of same-restaurant sales growth, and we continue to expect positive same-restaurant sales growth in each quarter of 2026. Our guidance includes carry pricing of around 4% in the first half of the year, which blends to 2% for the full year. As a reminder, we did not take any price at the beginning of 2026. And as we have done in the past, we'll revisit menu pricing in the coming months. We continue to expect total revenue growth of 12% to 14% with around 100 net basis points of impact from acquisitions. We are reaffirming a total of 59 to 63 net new system-wide restaurants, which will result from 53 to 55 company-owned restaurants and 9 to 11 franchise-owned restaurants. We also plan to close 3 company-owned restaurants this year. Our company-owned new restaurant development pipeline is weighted to the second half of 2026 Q4 in particular. We continue to expect full year commodity inflation of 1% to 3%. Restaurant level labor cost inflation is expected to be in the range of 3% to 5%. We're raising the lower end of our 2026 adjusted EBITDA guidance range. Our new range is $133 million to $140 million, up from $132 million to $140 million previously. We're reiterating the net impact from the 19 restaurants we acquired in April last year, which are expected to contribute about $2 million to our adjusted EBITDA this year. We continue to expect capital expenditures of $150 million to $160 million. I want to acknowledge the execution across our entire organization this quarter. I'm proud of our operators, our field leaders and our home office staff who navigated a dynamic environment, including weather impacts, welcoming and training a host of new employees, opening high-volume new restaurants and adjusting to our new core menu. Our updated outlook for the year underscores our confidence in our operators and in our new restaurant development pipeline. We appreciate your continued interest in First Watch. And operator, we'd now like you to open the line for questions. Operator: [Operator Instructions] Our first question comes from the line of Jim Salera with Stephens Inc. James Salera: Chris, I wanted to start by just asking if you could give us some detail around the outperformance that you guys have seen relative to maybe the overall perception of breakfast. I think a lot of investors are concerned that breakfast is one of the more pressured dayparting restaurants given the kind of economic backdrop and yet you guys continue to deliver pretty durable same-store sales. So can you just help us kind of bridge that delta you guys are doing versus kind of the broader breakfast category? Christopher Tomasso: Sure. Thanks. I think for us, it comes down to really 3 things: experience, execution and value. So I think a lot of the news and noise around breakfast and the softness around breakfast really has been targeted more and coming more from QSR. And I think you've seen a lot in the environment here about consumers really looking for value, consistency and the experience. And I think we bring that every day. And so I just think that the consumer is putting a high value on that and finding time in their mornings and middays to come see us. James Salera: If we think about some of the potential impacts on the commodity front, given the energy cost increase following the Iran conflict. Is there anything you are keeping an eye on or we should be keeping an eye on as you start to contemplate pricing in the back half of the year? I know eggs have still come down significantly, but there's been some fluctuation on some other commodities. Christopher Tomasso: Yes, we'll be collecting all that information, and it's part of the consideration. We need to know where the customer is, and we consider that as part of the pricing philosophy and thinking that we'll go through. So it's -- the short answer to your question is absolutely, we think about the pressures that are on the customer from either gas or any other inflation that we see out there. Operator: Our next question comes from the line of Jeffrey Bernstein with Barclays. Jeffrey Bernstein: Great. Just following up from the comp trend perspective. Obviously, there was a spike in gas prices later in the quarter with the geopolitical concerns and the Iran conflict. I'm just wondering if you could maybe share your thoughts on your ability to work through that, whether there was any change in trend late in the quarter and perhaps into 2Q, if you're willing to share April, just related to the gas price spike. If you can share those sequential trends, that would be great. And then I had one follow-up. Christopher Tomasso: Yes. I think a couple of things from kind of what we just said that I could expand upon. One is the traffic pressure that we felt really was impacted more by weather than gas prices and fuel prices and other pressures. So -- and then when you heard me talk about the performance of our menu and our seasonal menu and how the guests are electing to spend more and go deeper on our menu and add shareables and things like that. That came a little bit later, obviously, because we didn't launch that menu until February. So we've actually been very pleased with how our consumer has interacted with us despite what's going on in the macro. So we're fortunate that we -- our core demographic is higher income. And I think we have a little more insulation to that. And I think the behavior that we're seeing from our customer, certainly as we innovate and give them new reasons to come in and work around our menu has been something that we've been very encouraged by. Mel Hope: And Jeff, our development team does a really good job of locating our new restaurants and the business is close to our customers. So in terms of just convenience, I think that's a helpful attribute that our system enjoys in terms of being near the customer and convenient to them. Jeffrey Bernstein: Understood. And then just a follow-up. Well, first of all, whether you're willing to share April trends or whether there's been any change in trajectory. But otherwise, you did reiterate that you expect positive comps each quarter of this year. The compares are clearly much more difficult. In fact, the third quarter, they're like 600 basis points more difficult than the quarter you just completed. So just wondering your confidence in that. Maybe there are particular initiatives to support such confidence. I'm assuming marketing is near the top, but your willingness to guide to positive through the rest of the year and what gives you that confidence? Mel Hope: Yes. We haven't seen a big shift in the trend in terms of the overall growth or what we have planned for the year. Operator: Our next question comes from the line of Brian Vaccaro with Raymond James. Brian Vaccaro: Just to ask on the First Watch value proposition and kind of your thinking on menu pricing. And maybe you could just talk about how you view the relative value proposition and price points kind of specifically versus some direct peers of the broader category. And when you think about menu pricing, assuming something material doesn't change in terms of the consumer backdrop, do you plan to take something in the second half, given there's still some underlying inflation, whether it be food, labor, et cetera? Christopher Tomasso: Brian, you know us well. You know you're not going to get that answer, but I appreciate you asking. Our philosophy does not change despite the macro environment. You saw what we did when we had record inflation. We will always lean towards the consumer whenever we can. And sometimes that means taking it on the margin. And sometimes it means we catch up a little bit later on. So I'd just tell you that we go into the beginning of the year and the middle of the year, really looking at things that we control. I think you heard me say that the seasonal menu is driving mix above our carried pricing. We love that, obviously. It's -- that's very different than taking price on a like-for-like item and a consumer paying one price one day and another price another day. So -- that's how we like to build check is through innovation and things like that. That said, we see the realities of inflation and other things, labor and all of that, and we try to keep that nice balance. We do know from our research that we have tremendous pricing power, but we also know that the consumer is under pressure. So we really try to walk that fine line. But we go into, and we're about to do it here in the next couple of weeks, a full evaluation of that. And I will say that we feel good that our consumer, our customer is behaving a little bit differently than what we're seeing and hearing out there. And I think it's because of the cocktail of things that we've put out there and put in place 18 months ago. The menu that we launched now has been something we've tested for 18 to 24 months. Same with the marketing and media. You know how we've kind of done the crawl walk run on that. Well, that's all leading to kind of bring together of all those things for our benefit and for the consumer's benefit. So the direct answer to your question is we're going to evaluate it here for a midyear price increase, and we'll do what we think is best. Brian Vaccaro: All right. You know, I had to take a shot at it, but I appreciate that. On commodity inflation, just a quick follow-up. Obviously, nice to see a little bit of year-on-year relief here in the first quarter, Mel, you noted some brief bacon relief maybe, but you obviously reiterated the guide for the year. So can you help us square those 2 a bit? And any color you can provide sort of on your Q2 expectations versus what's embedded in the second half? Mel Hope: So we did have some first quarter relief. The pork prices were a little bit unexpected relief in terms of price for us because our contracts are priced off published agency rates. And during the period that the government shut down, the agency prices were held flat rather than continue to ascend during the period. So that was a little bit of a surprise to us on an important commodity, but also our crop-related commodities of avocados and coffee continue to be expected to rise some through the year. So even though we enjoyed some relief in the first quarter, we are seeing sort of the seasonal increases in some of those. So we're -- our 1% to 3% guide on inflation in COGS, we're standing on that pretty firmly. Brian Vaccaro: All right. And then maybe just one more quick one. Thanks for the color on the G&A pull forward into Q2. Pretty clear on that. But can you just remind us what your expectations are for G&A for the year? Mel Hope: We don't guide to G&A for the year. It's just embedded in our adjusted EBITDA guidance. Operator: Our next question comes from the line of Andrew Charles with TD Cowen. Zachary Ogden: This is Zach Ogden on for Andrew. So you talked about the 1Q mix being driven by the new menu, but that was only fully rolled out for about a month. So is your expectation that mix can actually accelerate further in the balance of the year relative to 1Q? Christopher Tomasso: Yes. Just for clarity, it was about 2 periods in the quarter. So -- and again, it's also -- that mix is also driven by the seasonal menu that is out right now that has our highest mixing item ever. So that's driving it, too. But yes, we don't plan for mix, but based on what we've seen as long as the rest of our seasonal menus deliver the way the first one has or similar to it or on a year-over-year basis, I wouldn't be surprised to see positive mix. Zachary Ogden: Got it. And then you talked about the class of 2026 actually being even stronger than the class of 2025. So can you talk about what's driving that? Is that more of a function of the second-gen sites you're shifting into this year? Or is that a separate factor? Christopher Tomasso: I think the mix of second-gen sites is similar from a percentage standpoint, about half. So I wouldn't say it's necessarily that. I just -- to Mel's point, we're just -- that's an area where we are constantly learning and adapting as we either in site selection or prototype execution, design, those type of things. And that's one of the beauties of our model where we can kind of do those things. We have a kit of parts that we apply to each restaurant. So no 2 of them look alike, but they have very recognizable elements. And we're just constantly getting better. I think if you go back and look at our -- the performance of our new restaurants over the last 7, 8 years, you'll see that every year has gotten better than the last, and we have some standouts in each class. And so that's something that we just continue to innovate around and get better. Actually, I want to add one more thing to that. We've also -- with that comes the evolution of our preopening marketing and building the anticipation for the openings and that type of thing. So we're seeing stronger openings than we've ever seen before, and then they just carry on from there as well. Operator: Our next question comes from the line of Sara Senatore with Bank of America. Sara Senatore: I wanted to ask about marketing. You mentioned that you're pulling forward marketing, but your annual G&A target is unchanged. I guess is the implication that even if the ROI remains quite high, you wouldn't increase the annual spend on marketing? I'm just looking at -- I think last year, I know what you report in your 10-K is maybe not comprehensive, but it looks like you kind of doubled marketing last year. So just trying to understand, given how high the ROI appears to be, whether you would think about just stepping up the marketing budget for the full year? And then a quick follow-up. Christopher Tomasso: I guess -- probably an easy way to think about it is that G&A is the cocktail of a lot of different items, too. So when we maybe throttle up or down the marketing spend. There may be some other areas where we can dial back or push it out. So we manage G&A throughout the year. So the timing shifts from time to time based on what we think is important and what people will respond to at certain times of the year. So those adjustments, I mean, they're ordinary and normal. So we are continuing to manage our G&A inside what our full year plan is. Mel Hope: But specific to marketing, what I would say is by pulling that forward and getting more time to read the results of those dollars being spent gives us the flexibility and optionality to consider doing what you mentioned, Sarah, later in the year should the environment be conducive to that. Sara Senatore: Okay. Got it. And then, Mel, just on the -- you also mentioned that the G&A in the first quarter was slightly below to the same point, below your expectations. And is that the reason your EBITDA beat was a little bigger this first quarter than the full year guidance raised at the low end. Is that how I should think about it, which is some of that beat was maybe timing of G&A? Mel Hope: Yes, that's right, some favorability. Operator: Our next question comes from the line of Brian Mullan with Piper Sandler. Brian Mullan: Just a question on marketing also. If you look at the restaurants that have had the enhanced marketing tactics in place for longer, so maybe the first third of stores, are those performing differently than the stores they got it only more recently? I think what I'm really trying to ask is do the benefits build over time, do you get an initial lift and maybe followed by more benefits? Any color you could shed on that? Mel Hope: Yes. The lift in the restaurants that enjoyed some additional marketing spend last year has been sustained. So we're continuing to spend in those as well. So it's been effective for them not only last year when it was introduced there, but now in this year as well. Christopher Tomasso: And obviously, that was part of what we wanted to evaluate was the cumulative effect of a class, if you will, or a group receiving support and then receiving it again the following year what we should or could expect when that happens. And so that's part of our overall marketing planning as well, certainly as we go through the rest of the year and then into next year. Brian Mullan: Okay. And then as a follow-up, could you just comment maybe on the delivery channel broadly or generally speaking, really strong growth last year, you have to lap it. Is that kind of in the base now and you can grow more slowly? Or would you expect a little mean reversion this year? Just any comments on the balance of the year? Mel Hope: We've continued to see growth there, not to the level that we saw last year. But what we said earlier was that it's kind of in the base now, and we expect it to grow similarly to the rest of the system. And we're pleased that we kind of set a new level that we're growing from organically at this point. Operator: Our next question comes from the line of Jon Tower with Citi. Jon Tower: Chris, this one is for you. I'm just curious, obviously, you mentioned earlier that your new stores are performing exceptionally well, and they continue to build new class year after year after year, getting better in terms of productivity. The backdrop, though, within the competitive set has certainly weakened, at least based on what we can look at in terms of where you guys were thinking around the time of the IPO versus today. So I'm just curious if you can comment on the company's thinking around development over time and the commitment to that long-term low double-digit percent growth for units that you've spoke to over time. Christopher Tomasso: Sure. I think if you look back at how we've grown and how we got to this leadership position over the years, it was through our organic company-owned growth, acquisitions, sizable ones for that matter, external M&A and franchising at some point. This was really at a time when we had a lot of players in our space, in our direct space, at least espousing that they were going to have aggressive growth. And so we absolutely took the opportunity to take footholds in markets -- key markets for us and did so aggressively, and we continue to do that now. But that said, we're always looking at our capital allocation, what's the best strategy for the next 5 years, that type of thing. And so we're comfortable with our current unit growth outlook right now, but we are always evaluating. And if that changes, we'll obviously communicate that appropriately. Jon Tower: Okay. And then maybe just switching up a little bit. In terms of -- you talked about the new menu and the marketing helping with building brand awareness and it sounds like traffic too, to some extent. Can you speak to maybe any complexion of the customer base that you're drawing in with the new marketing campaigns? Are you seeing maybe younger guests come in relative to your existing base? Are you seeing less affluent consumers move into the stores for the first time versus kind of the core base that you have out there? Christopher Tomasso: Yes, that's a great question. We have seen our average age go down for the entire system. And a lot of that's driven by the new market entries, the new restaurants. And if you look -- I mean, if you look at the way our marketing is the channels that we're using, it's a little bit of a self-fulfilling prophecy with our focus on digital and social and that type of thing. So it's something that we're targeting. But we've actually seen quite a bit of growth in millennials. And so just the overall mix of our customer base now is dynamic and is changing, but it's going in the right way. And that's why we talk about attracting the next generation of First Watch customers so that we've been around 43 years and to kind of set us up for the next couple of decades by having a strategy like this. And as we've seen with other concepts, that's not an easy thing to do to keep your current customer base happy and engaged and coming while you engage and onboard, if you will, that next generation. So I think our teams have done an incredible job doing that. And I'm really pleased with the mix of our consumer. We haven't seen anything from -- you mentioned about higher income and that type of thing. Obviously, millennials from an income standpoint, act more like a high-income cohort in the way they choose to prioritize certain things that are important to them. And I think experience is one of those things. So that's a group that's willing to lean in on that. So I just think our offering is so ideal for this kind of transition to broadening our demographic appeal, the social occasion, the social gathering, group dining, brunch, those type of things. So yes, just long answer to it, we are seeing our customer cohort skew a little younger. Operator: Our next question comes from the line of Todd Brooks with Benchmark StoneX. Todd Brooks: Chris, you had said on the last call that you were equally as excited about the potential for the new menu versus the expansion of the enhanced marketing activities to be drivers of the business. here in fiscal '26. I guess, a, any surprises in how things performed across Q1 that either increased or maybe have you favoring one of the initiatives as a driver versus the other? And b, how is kind of the Q1 performance and what these key tactics are delivering kind of bolstering your confidence to still maintain the commentary about positive same-store sales in each quarter for the balance of the year? Christopher Tomasso: Yes. My comment comes from my philosophy of the menu being really the #1 marketing tool. It's something every one of our customer touches. We can -- there can be a cause and effect relationship immediately that you can see and how customers respond to what you've done, how you've innovated. And so I'm not surprised by what we're seeing from the new menu. I think even before we got it in test, there was a level of excitement around here about how it's being presented. We derisked it by bringing on some customer favorites from the past. And so I'm just really pleased that the consumer responded the way we expected them to. We've been very pleased by some of the add-ons like potatoes becoming million potatoes and add an egg and adding salmon to your avocado toast. And these aren't things that we just sat around and talked about. These are things that through our Y tour in speaking with our hourly employees, we hear that customers were adding salmon to the avocado toast. And so why not put it out there and see, okay, if people are willing to ask for it when it's not on the menu, if we put it on there and raise the profile of that, would we see the penetration and we absolutely have. So building the check that way in a way that the consumer wants to do it, again, versus just increasing prices on like-for-like items to me is the most healthy way to drive check, and we've seen that. I will say that, I think all of these things together, whether it's all the work that we did a couple of years ago with the KDS system and the dining room optimizations and the digital waitlist management improvements now coupled with the evolved menu and the increased marketing, I think, is all a really nice mix that's helping us to outperform the industry and deliver results like this. Todd Brooks: That's great. My follow-up and then I'll jump back in queue. Obviously, a really strong opening quarter here in Q1. And I think, Mel, you talked about still looking for a second half and fourth quarter focused balance to the openings for the year. Any cadence you give us first half versus second half on openings? And you talked about densifying markets here in '26. You had the strong same-store sales performance, almost up 3%. But what -- can you share with us kind of the anticipated sales transfer that you plan to absorb this year with more of a focus on backfilling in existing markets? Mel Hope: Yes. So in terms of the cadence of openings, we historically kind of have a big fourth quarter just because human nature tends to push projects a little bit heavier into the fourth quarter. And so I think at least for the average throughout each of the remaining quarters of the year, it's probably pretty similar this year to last year as we continue to try and improve that over time so that we can eliminate bulges in the development that put strain on our operators. So I would -- I'd kind of look to the cadence that we had last year as pretty similar for us this year. And then in terms of densification and sales transfer, when we underwrite new projects, we always consider the sales transfer and we -- and the new restaurants need to cover for that. They need to perform a little bit better in order to sort of pay back the other restaurants that experienced some temporary sales transfer. But that's all pretty planful for us and built into our overall underwriting. So when we say that, restaurants are outperforming or they're doing according to plan, we've already determined what we believe is the sales transfer. And it's generally within our range of expectations overall. We don't typically quantify it, because there's lots of factors that go into the success of building out a market or fortifying a market or cutting off competition or some of those other advantages as well. So we know what it is internally. We don't speak to it publicly very much. But generally, it's part of all the strategic consideration of how we build out a market and how we fortify the brand against a competitive intrusion as opposed to our own sales transfer. Christopher Tomasso: And Todd, I think that's one of the things that -- the point that sometimes gets lost on us because there aren't many, if any, high-growth full-service concepts out there that we do have -- we're a high-growth concept. We have sales transfer as we fortify these markets and do that. It's not immaterial, and it's just a natural headwind to restaurant traffic. But we view it as a positive one rather than any weakness in the core business because for us, same-restaurant traffic is certainly one of the metrics we look at, but there are so many other ones that we do as well. But for us, the profitable market share growth, the attractive new unit returns, all of those things together for us is what we look at and evaluate. So as Mel said, we model for it. We plan for it in the new restaurants, and it's something we've had for a while. Operator: Our next question comes from the line of Gregory Francfort with Guggenheim Partners. Gregory Francfort: I have 2 questions. My first is just labor per operating week growth and it was obviously a lot slower this quarter. And anything to call out maybe besides wage rate, just any other kind of onetime drivers? Mel Hope: Of the labor inflation, you kind of got garbled at the first part of your question on our phone. Can you just say it again? Gregory Francfort: Yes. Sorry, just labor operating week growth. You got more leverage on that line than maybe I expected. Any call-outs or anything else that might continue through this year? Mel Hope: No. I think our operators -- just compared to the first quarter of last year when there was -- when our traffic was under so much pressure and the inflation was affecting everybody. I think our operators had to adjust, but it wasn't sort of a linear adjustment. This year, we have a better operating environment, and that makes it a little bit more predictable in the restaurants in order to manage the crews and to drive operational initiatives through the organization that are efficiencies or staffing, that kind of thing. So nothing remarkable. It's the hard work in Elbow Grease of a good operating crew. Gregory Francfort: Got it. That's helpful. And then maybe this question is for Chris. Obviously, the stock has been maybe more pressured than you or I would have expected. And the returns are still better to develop than they are maybe to buy back stock. But I guess, have you considered potentially doing that? And are there other ways to maybe signal to the market your enthusiasm? And I'm just curious kind of how you think through that piece of the capital allocation, maybe the returns on buying stock versus developing stores, even if it's a lower return, maybe it's more certain. Just any thoughts there? Christopher Tomasso: I'd say the answer to your question is that I agree with you on the stock performance. And I'll just go back to my point that we are evaluating capital allocation. And we have very good returns on our new restaurants. We're creating a vast network of cash-producing machines at high returns and something that the consumer is interested in, right? So we wanted to take advantage of that. But overall, I'd say that from a capital allocation standpoint, we, as a management team and our Board, always look at opportunities to optimize that. And so we'll continue to do that. Mel Hope: And I think Chris is exactly right. Right now, the right thing for the company to do and our strategy is to continue to grow that cash engine, cash production engine. And the day that there is a shift in strategy, we owe the market a lot of explanation about how we -- how that would take place. But you want that cash engine to be as big as it can be. Therefore, you have more options of what to do with the excess cash at the time you make that shift. So I think continuing to build with the kind of returns we get out of our restaurants, the -- our capacity, the way we're building out markets, I think taking advantage of that now is important in the life cycle of the company right now. So building that cash engine is building a lot of value for the future. Operator: Our last question comes from the line of Chris O'Cull with Stifel. Christopher O'Cull: Chris, can you just elaborate on the decision to eliminate the COO position? And maybe what you see as the biggest areas of opportunity with operations to drive efficiency and maybe even improved guest experience? Christopher Tomasso: Yes, absolutely. I think as we looked at our overall G&A setup, and there were a couple of things. It was just a natural evolution for us. And -- but more specifically, it got me closer to operations, which I think is important. It's something that I've done for a long time here in this company and the opportunity to work more closely with the operations leaders. The way we restructured it, it only added one direct report to me. We created 2 SVPs of operations and basically split the country, and I'm able to now be more involved in a day-to-day basis on ops execution and ops strategy, frankly, and kind of be that one foot here, one foot in the field. And I'm excited about it. I think the team is excited about it, but I know we'll be a lot more efficient and effective because I can be more involved. Operator: Thank you. This now concludes our question-and-answer session. Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines, and have a wonderful day.
Operator: Greetings. Welcome to the AudioCodes First Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Roger Chuchen, Vice President of Investor Relations. You may begin. Roger Chuchen: Thank you, operator. Hosting the call today are Shabtai Adlersberg, President and Chief Executive Officer; and Niran Baruch, Vice President of Finance and Chief Financial Officer. Before we begin, I'd like to remind you that the information provided during this call may contain forward-looking statements relating to AudioCodes' business outlook, future economic performance, product introductions, plans and objectives related thereto, and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters are forward-looking statements as the term is defined under U.S. securities law. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to, the following: the effect of global economic conditions in general and conditions in AudioCodes' industry and target markets, in particular, including governmental undertakings to address such conditions, shifts in supply and demand; market acceptance of new products and the demand for existing products; the impact of competitive products and pricing on AudioCodes and its customers' products and markets; timely product and technology development upgrades, the advent of artificial intelligence and the ability to manage changes in market conditions and evolving regulatory regimes as applicable; possible need for additional financing; the ability to satisfy covenants in AudioCodes' financing agreements, possible impacts and disruptions from AudioCodes acquisitions, including the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes' business; possible adverse impacts attributable to any pandemic or other public health crisis on our business and results of operations; the effects of the current and any future hostilities involving Israel, including in the regions in which we or our counterparties operate, which may affect our operations and may limit our ability to produce and sell our solutions, any disruption in our operations by the obligations of our personnel to perform military service as a result of current or future military actions involving Israel and any other factors described in AudioCodes filings made with the U.S. Securities and Exchange Commission from time to time. AudioCodes assumes no obligation to update the information. In addition, during the call, AudioCodes will refer to non-GAAP net income and net income per share. AudioCodes has provided a full reconciliation of the non-GAAP net income and net income per share to its net income and net income per share according to GAAP in the press release that is posted on its website. Before I turn the call over to management, I'd like to remind everyone that this call is being recorded. An archived webcast will be made available on the Investor Relations section of the company's website at the conclusion of the call. With all that said, I'd like to turn the call over to Shabtai. Shabtai, please go ahead. Shabtai Adlersberg: Thank you, Roger. Good morning and good afternoon, everybody. I would like to welcome all to our first quarter 2026 conference call. With me this morning is Niran Baruch, Chief Financial Officer and Vice President of Finance of AudioCodes. Niran will start off by presenting a financial overview of the quarter. I will then review the business highlights and the summary and discuss trends and developments in our business and industry. We will then turn it into the Q&A session. Niran? Niran Baruch: Thank you, Shabtai, and hello, everyone. Before I start my formal remarks, I would like to remind everyone that in conjunction with our earnings release this morning, we will post shortly on our Investor Relations website an earnings supplemental deck. On today's call, we will be referring to both GAAP and non-GAAP financial results. The earnings press release that we issued earlier this morning contains a reconciliation of the supplemental non-GAAP financial information that I will be discussing on this call. Revenues for the first quarter were $62.1 million, an increase of 2.9% over the $60.4 million reported in the first quarter of last year. Services revenues for the first quarter were $34 million, an increase of 4.3% over the year ago period. Services revenues in the first quarter accounted for 54.7% of total revenues. Revenues by geographical region for the quarter were split as follows: North America 49%; EMEA 34%; Asia-Pacific 13%; and Central and Latin America 4%. Our top 15 customers represented an aggregate of 53% of our revenues in the first quarter, of which 34% was attributed to our eight largest distributors. GAAP results are as follows: Gross margin for the quarter was 66.2% compared to 64.8% in Q1 2025. Operating income for the first quarter was $3.4 million or 5.4% of revenues compared to operating income of $3.6 million or 6% of revenues in Q1 2025. Net income for the quarter was $2 million or $0.07 per diluted share compared to net income of $4 million or $0.13 per diluted share for Q1 2025. Non-GAAP results are as follows: Non-GAAP gross margin for the quarter was 66.3% compared to 65.2% in Q1 2025. Non-GAAP operating income for the first quarter was $4.8 million or 7.7% of revenues compared to $5.4 million or 8.9% of revenues in Q1 2025. And non-GAAP net income for the first quarter was $3.8 million or $0.14 per diluted share compared to $4.7 million or $0.15 per diluted share in Q1 2025. At the end of March 2026, cash, cash equivalents, short-term bank deposits, short-term marketable securities and long-term financial investments totaled $68.1 million. Net cash provided by operating activities was $12.8 million for the first quarter of 2026. Days sales outstanding as of March 31, 2026, were 104 days. On February 3, 2026, we declared a cash dividend of $0.20 per share. The dividend in aggregate amount of approximately $5.3 million was paid on March 6, 2026. During the quarter, we acquired 1.7 million of our ordinary shares for a total consideration of approximately $13.7 million. We reiterate our guidance for revenues for 2026 to be in the range of $247 million to $255 million and non-GAAP earnings per diluted share of $0.60 to $0.75. I will now turn the call over to Shabtai. Shabtai Adlersberg: Thank you, Niran. I'm pleased to report solid first quarter results, reflecting continued effective execution against our strategic priorities as we continue our transformation into a voice AI-driven hybrid cloud software and services company. Our top line growth accelerated during the quarter, driven by ongoing momentum in our two primary growth engines, our Live Managed Services and Voice AI. Combined, these two units contributed to $80 million annual recurring revenue exit first quarter '26, growing nearly 20% year-over-year and highlighting the increasing contribution of recurring high-quality revenue to our model. By segment, our connectivity business sustained well in the quarter, while conversational AI business grew above 50% and accounted in the first quarter for roughly 8% of revenue, underscoring the rapid uptake of our Voice AI offerings. As discussed previously, over the past several quarters and more so in the first quarter '26, we have reallocated and increased investments in Voice AI in both R&D and sales and marketing in order to scale our channel presence and better leverage our enterprise installed base through cross-selling of value-added services. These initiatives are clearly delivering tangible results and returns and our strong start to the year on the Voice AI puts us on track to achieve our target of 40% to 50% growth for this segment in '26 and to ultimately reach roughly $80 million of business in 2028. First quarter growth improved to 2.9% year-over-year. Enterprise revenues accounted for over 90% of revenues in the quarter, highlighted by ongoing strength in the Microsoft business, which grew 6% year-over-year. Overall, first quarter product revenues were about flat, while services grew 4.3% and accounted now for 55% of total revenues. Within services, the strength was driven by strong traction in our dual growth engines, namely the live family of UCaaS and CaaS, connectivity services and conversational business. We are growing ever more optimistic about the continued strong annual recurring revenue momentum and growth prospects for the overall company, fueled by a recent next-gen live platform wins and meaningful pipeline of opportunities; and second, growing demand for productivity-enhancing GenAI value-added services. This conviction is further reinforced by the growing backlog of Live and Managed Services that will convert to revenues in coming quarters. We exited first quarter '26 backlog with backlog at $79 million compared to $67 million from the year ago period, growth of close to 15%. Now to our business strategy. Modern enterprise communications are highly fragmented with the organization relying on a mix of telephony, networking, security, cloud and edge computing architectures, collaboration tool like Microsoft Teams and Zoom and emerging AI-driven technologies. As voice remains the main channel for real-time interactions, ensuring seamless, reliable, secure and compliant, integration across these diverse environments is increasingly challenging. This highlights the growing need for a unified strategy to orchestrate voice, cloud and AI application effectively and this is where AudioCodes is service. AudioCodes utilizes a 3-layer architecture comprising infrastructure, platforms and applications to address modern voice communication and collaboration challenges. The infrastructure layer delivers secure and reliable voice communication through SBCs, gateways and devices. The platform layer enables integration and orchestration of telephony networking, cloud communication platform and AI systems supporting environments of market leaders such as Microsoft Teams, Zoom Phone, Cisco Webex and Genesis Cloud. The application layer provides AI-driven solutions for business outcomes, including contact center functionality, compliance analytics, recording and meeting intelligence. As such, AudioCodes is transforming from a traditional voice infrastructure provider into a leader in an AI-driven voice communication by integrating advanced voice and conversational AI technologies. This approach enables enterprises to adopt AI solution without disrupting existing systems, reducing complexity and accelerating Voice AI adoption. This positions AudioCodes at the forefront of the evolving enterprise voice communication landscape where voice and AI are becoming increasingly interconnected. Now to Edge Computing. Lately, cloud computing has captured most of the workload moving from premises computing. And so while cloud remains an important deployment modality, there's a growing consensus that not all workloads belong into cloud, particularly when considering data sovereignty, security, latency and cost. This becomes even more critical as we move towards an enterprise authentic AI environment where complex multistep workflows are autonomously executed by AI systems and latency directly impacts performance and reliability. This shift from a cloud-first or cloud-only philosophy towards a hybrid architecture optimized by use case is well-articulated in a recent report published by a leading industry analyst firm called Aragon Research. In its report titled 2026 Edge Computing Pivot, Privacy, Control and Latency, Aragon provides in-depth analysis of edge computing as a fundamental trend shaping the future of enterprise software. The report further highlights key verticals such as government, defense, health care and financial services as early adopters, areas that are also core targets for our meeting insights on-prem solution. We were early in the game addressing this market need, having launched MIA OP service in Israel over 8 months ago. Today, we are in the leading -- we are a leading provider of organizational meeting intelligence for edge-based deployments. Customer interest has accelerated meaningfully with a notable expansion in pipeline opportunities initially in Israel and increasingly across other geographies. In summary, our on-prem GenAI capabilities, combined with a broad and mature portfolio of cloud-based offering uniquely position us to capture the AI opportunity regardless of how customers choose to consume our services, cloud or edge. Before turning to some of our business lines, let me quickly shift to our profitability metrics. As mentioned earlier, last quarter revenue totaled $62.1 million and grew 2.9% year-over-year. Non-GAAP gross margin for the quarter of 66.3% is within our long-term target range of 65% to 68% compared to 65.2% in the first quarter '25 and 65.9% in the previous quarter. First quarter non-GAAP operating expenses of $36.4 million compared to $35 million in the first quarter -- fourth quarter of '25 and $34 million from the year ago period. On a year-by-year basis, the higher expenses are attributable mainly to targeted investment planned to support long-term growth in the conversational AI business, our main growth engine for coming years. In terms of workforce, we have concluded first quarter with 1,000 full-time employees, representing an increase of 2% from the 920 employees in the previous quarter and 960 employees in the year ago quarter. Adjusted EBITDA for the quarter was $5.8 million, reflecting a 9.4% margin compared to $6.2 million or 10.2% in the year ago quarter. Non-GAAP EPS was $0.14 compared to $0.15 in the year ago quarter and in line with our plans for the year. Net cash provided from operating activities was $12.8 million for the quarter. As you can see, we have a long list of core behind us, each generating positive cash flow. Let's go to Microsoft highlights. First quarter Microsoft business increased 6%. This was driven by ongoing health of our live business and connectivity franchise, coupled with increasing attach rate of Voca CIC, our Teams-certified contact center solution. Some representative wins in the quarter include the following: we signed a 48-month contract with a Tier 1 system integrator to deliver SBCs and gateways on a recurring revenue basis. The solution supports a global Teams voice deployment of a European multinational company. Important to note that following an architectural review of the required solution, the end customer determined that its existing approach is no longer meeting its operational requirements and goals based on our assessment and recommendation, the customer transitioned to a direct routing architecture to better align with its global voice strategy. Turning to our live platform. During first quarter, we signed a multiyear low single digit million-dollar agreement with an existing Tier 1 global care customer to transition their on-premise deployment of our services to our cloud-based service. This managed service deployment will enable this carrier to seamlessly provision connectivity service for its enterprise clients. Finally, in first quarter '26, we recognized bookings for our initial phase of migration covering 20,000 users to the on-premise Live Pro platform for Teams voice supporting high security prison facilities in the major countries. Upon full completion of the migration, we expect the platform to support at least 70,000 users alongside gateways, SBCs and incremental IP phone sales. Our sales team will also be looking to cross-sell our conversational AI services on top of the existing platform. Now to Conversational AI. First quarter '26 was very successful in growing our Voice AI business. Quarterly business grew above 50% compared to the year ago quarter. We believe we are creating a strong growth engine for years to come. Just to remind everybody that the revenue trend in that business, the Voice AI business was about $12 million in 2024, grew 40% to $16.7 million last year in 2025 and we now plan to grow by 50% and achieve $25 million at the end of this year. Ultimately, we aim to achieve business revenue of $50 million by 2028 with strength in telephony, networking, security, cloud and edge computing, collaboration tools and AI-driven technologies. We believe we are well-positioned for growth and success in this market. Let's now shift to a detailed discussion of each of those major business lines in the conversational AI business. Let's start first with VoiceAI Connect and Live Hub. We delivered another strong quarter, led by continued growth in our VoiceAI Connect service and our Live Hub self-service platform. Momentum remained broad-based with steady new logo wins across the U.S., Europe and APAC, alongside meaningful expansion within our existing customer base. Main highlights of the first quarter on the opportunity side were substantial increases of bookings, more than 80% year-over-year and steep growth in new creative opportunities of about 100% compared to the year ago quarter. So very strong uptake in bookings and newly created opportunities. Let me mention a few notable wins. This quarter, we secured a Tier 1 win with a major North American retail conglomerate adopting VoiceAI Connect to power its virtual agent customer experience. We also see a clear path to expanding this use case into additional division. On the Live Hub front, we continue to see encouraging traction, including traditional purchases from a multinational insurance carrier that has now tested and deployed our full suite of conversational AI capabilities, namely virtual agent, Agent Insights, IVR and code summarization. More broadly, seeing Tier 1 enterprises adopt Live Hub underscores the strength, scalability and appeal of our all-in-one platform. Live Hub's financial performance reflects this with annual recurring revenues growing more than 20% sequentially and more than 100% year-over-year. Overall, our VoiceAI Connect and Live Hub offerings are scaling rapidly and we are well positioned to build on this momentum as the voice agent market keeps -- continues expanding substantially in coming years. Now to Voca CIC. We reported record invoicing in first quarter '26, growing more than 60% year-over-year. Key highlights include: first, a new contact center as a service entry in Europe, a Swiss banking institution selected Voca CIC as its exclusive platform for customer service engagement on top of Microsoft Teams, replacing its legacy contact center system. We beat out a major Swiss contact center as a service competitor to secure this win. The selection underscores the maturity of our platform and validates its ability to meet the stringent security and data protection requirements demanded by leading banking institutions. Extending our momentum in higher education in the U.S. was another point to mention. We further extended our leadership in North American higher education segment with the addition of another U.S. university customer who selected Voca CIC omnichannel CCaaS solution as part of a broader Microsoft Teams deployment. This marks our 10th university customer in the region, reinforcing Voca CIC position as a trusted CCaaS provider for complex multi-stakeholder environments where Microsoft Teams is the leading ecosystem. On the new product front, following the recent launch of Agent Insights in fourth quarter '25, our AI-driven summarization and sentiment analysis service, we successfully deployed the solution across multiple existing enterprise customers. Early customer feedback has been highly positive, particularly around the value of custom AI-generated summaries and in surfacing actionable insight and triggering downstream CRM workflows that improve end customer outcomes. Importantly, Agent Insights represents a meaningful upsell opportunity with this service accounting for more than 50% of agency's value. Agent Insight has been deployed with some large enterprises, including universities, airports and manufacturing facilities. Feedback so far has been extremely positive, particularly around the customer AI summary capability, which allows contact center managers to tailor and surface specific insights from customer interaction using this new generative AI-based add-on. We identified a hot entry-level AI use case for the SMB market. We have created a stand-alone offering purely focused on the AI receptionist use case, namely providing support for automatic call routing, Q&A-based documents and web by scroll, CRM integration, appointment scheduling and outbound SMS. Moving on to Meeting Insights Cloud Edition. Meeting Insight Cloud Edition maintained strong momentum this quarter with continued growth across key metrics. Both the number of meetings and active users again reached record levels, contributing to strong year-over-year monthly recurring revenue growth exiting March 2026. This operational momentum was supported by ongoing product innovation. Following the extension of support with Google Meet in the fourth quarter, we expanded the platform this quarter by integrating Cisco WebEx. With this milestone, Meeting Insight is now positioned as the go-to meeting intelligence service across all the 4 top leading UCaaS systems. We have launched new features to boost enterprise efficiency and productivity, including pre-built templates for specific roles and personas and customizable tools for business verticals. Positive customer feedback is driving increased adoption. These value-added features, combined with our continued focus on customer workflow solutions for verticals such as higher education, municipalities, local governments, HR and finance position us well for sustained momentum in the foreseeable future. Moving on to MIA OP. In first quarter, we experienced a significant pickup in business opportunity in both Israel and international markets with the recent geopolitical environment acting as a further catalyst to already emerging demand for edge computing. In Israel, we signed several new customers across diverse public sector organization, each with meaningful expansion potential. We executed an agreement with one of Israel's largest health care service organization to provide transcription services for both meetings as well as customer conversation within its contact center. We also inked an initial purchase order with the Israel national regulatory and centralized purchasing entity municipalities for municipalities. Assuming successful implementation, this customer is expected to recommend MIA OP and make it broadly available to municipal organization via its internal procurement marketplace, creating a scalable distribution channel across 200 municipalities. Additionally, we signed a contract with a regional IDF command responsible for civilian production during emergencies. Under this engagement, MIA OP will deliver transcription and summarization services for all incoming citizen interactions, further validating our solution in mission-critical environments. Outside of Israel, our direct sales efforts complemented by strategic channel relationships are gaining traction and driving awareness of MIA OP as a differentiated innovative solution. As an example, we are working closely with a prominent system integrator in North America that operates a proprietary UC system serving major U.S. government agencies. Recently initiated an MIA OP proof-of-concept trial to provide meeting transcription and summarization. Subject to successful results, we expect this relationship to serve as an entry point into broader adoption of service across large U.S. government agencies. And with that, I'd like to wrap up my portion of the call. We had good operational momentum in the first quarter of 2026, particularly with the continued strong growth of our 2 primary engines, our live family of managed services and Voice AI. With the progress we are making in increasing our recurring revenue, we are on track with our target of delivering improved healthy top line growth in 2026 and beyond. And I would like to turn now the call to operator. Thank you. Operator: [Operator Instructions] We have reached the end of the question-and-answer session, and I will now turn the call over to Shabtai for closing remarks. Shabtai Adlersberg: Thank you, operator. I would like to thank everyone who attended our conference call today. With continued good business momentum in our UCaaS and CCaaS operation and continued growth in our emerging Voice AI business, we believe we are on track to continue growth in the next coming years. We look forward to your participation in our next quarterly conference call. Thank you all. Have a nice day. Operator: This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.
Operator: Good morning, and welcome to the OPENLANE Inc. First Quarter 2026 Earnings Call. [Operator Instructions] Please note that this event is being recorded. I would now like to turn the conference over to Bill Wright. Please go ahead, sir. William Wright: Thank you, operator. Good morning, everyone. Welcome to OPENLANE's First Quarter 2026 Earnings Call. With me today are Peter Kelly, CEO of OPENLANE; and Brad Herring, EVP and CFO of OPENLANE. Our remarks today include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that may cause our actual results or performance to differ materially from such statements. Factors that may cause such differences include those discussed in our press release issued today and in our SEC filings. Certain non-GAAP financial measures as defined under SEC rules will be discussed on this call. Reconciliations of GAAP to non-GAAP measures are provided in our earnings materials and available in the Investor Relations section of our website. Please note that all financial and operational metrics presented during this call are on a year-over-year basis, otherwise specifically noted. With that, I'll turn the call over to Peter. Peter Kelly: Thank you, Bill, and thank you, everyone, for joining the call today. I'm very pleased to report on OPENLANE's strong first quarter results and to provide you with an update on our strategy and our outlook. I'll begin with a few opening remarks, and then Brad will walk you through our financial and operational performance and our increased guidance for 2026. But before I turn to our results, I'd like to highlight that this week marks the 3-year anniversary of our rebrand to OPENLANE. As I stated at our March investor events, the rebrand was never about a new name or logo, it was about forging an entirely new company founded on a single purpose, which is to make wholesale easy so our customers can be more successful. Over the past 3 years, our investments, strategy and execution have delivered on that commitment and reinforced several key pillars of differentiation for OPENLANE, including the leading commercial off-lease solution that connects thousands of franchise dealers into our marketplace. a dealer business that is outpacing the industry and capturing meaningful market share, a high-performing finance business that is synergistic with our marketplace, an accelerating network effect of new buyers, sellers, listings and transactions and a winning culture and team that I consider to be the very best in the industry. The performance and outcomes OPENLANE is delivering are the direct result of the strategy we began executing 3 years ago. And I believe our first quarter results are further evidence to OPENLANE's strength and differentiation in the market. During the first quarter, we continued to build on OPENLANE's positive momentum, growing consolidated revenue by 15% and delivering adjusted EBITDA of $97 million, a 17% increase. We also generated $160 million in cash flow from operations. These results were led by strong performance in the marketplace business with both commercial and dealer customers and solid contributions from our finance business. In the Marketplace segment, we grew overall vehicles sold by 19%, increased gross merchandise value by 32% to $9.1 billion and delivered $52 million in adjusted EBITDA, representing a 39% increase. In our dealer-to-dealer business, we grew vehicles sold by 13%, with similar geographic dynamics to those experienced in Q4 of 2025. In the United States, OPENLANE dealer-to-dealer transactions continue to accelerate with growth in the upper 20% range. This represents a significant outperformance of the industry and a meaningful gain in market share. Our go-to-market strategy in the U.S. is working and OPENLANE's unique inventory, technology advantage and superior customer experience are expanding our dealer network and compounding our growth in transactions. In Canada, we were pleased to see some improvement in the macroeconomic and automotive retail environment. And while Canadian dealer unit sales declined versus a strong prior year comp, we did see sequential improvement over Q4 of 2025. On the commercial vehicle side, the 25% increase in vehicles sold was driven in large part by the onboarding of our latest private label customer. Even excluding that step function increase, commercial vehicle sales grew by 6% during the quarter. This reinforces that the inflection of off-lease supply has officially begun, and we expect to see year-on-year growth in off-lease volumes throughout the remainder of 2026 and beyond. Moving to our Finance segment. AFC also had a good quarter, growing average receivables managed, holding the loan loss rate to 1.6% and generating $45 million in adjusted EBITDA. Now we do believe the industry experienced a strong spring market driven by higher-than-normal tax refunds and constrained supply paired with high consumer demand, which led to high conversion rates and appreciating asset values. That said, there is no question that OPENLANE's digital operating model is resonating in the market, and I am highly encouraged by the output of our investments and our focused execution. So now let me turn to our strategy and outlook. As I mentioned at the start of the call, our strategy is delivering results, and we remain committed to advancing our three strategic priorities. First, delivering the best marketplace, expanding our depth and breadth with more buyers and more sellers and offering the most diverse commercial and dealer inventory available. Second, delivering the best technology, innovative products and services that help our customers make informed decisions and achieve better outcomes. And third, delivering the best customer experience, keeping our marketplace fast, fair and transparent, making it easy for customers to transact and making OPENLANE the most preferred marketplace. And I'll touch on each of these in a little more detail. First, in terms of offering the best marketplace, we continue to make significant gains and drove another quarter of double-digit increases in new buyers, sellers and unique vehicles listed, each of which were up over 20% in the United States. Customer anticipation for the off-lease recovery is also driving more franchise dealers from our private label programs into OPENLANE's open sale. During the quarter, we nearly doubled the number of commercial vehicles sold in this higher-margin channel versus the prior year. And on the independent dealer side, AFC new dealer registrations also increased during the quarter, each of which also presents a new dealer opportunity for OPENLANE. At the end of Q1, approximately 54% of all AFC dealers were registered with OPENLANE. From a best technology perspective, we extended our technology advantage in the first quarter with our public release of OPENLANE Intelligence. OPENLANE Intelligence unifies our human and AI-enhanced capabilities to deliver actionable insights that improve customer decision-making. We see AI as a true enabler and accelerator of our digital solutions. And during the quarter, we released several new offerings and features that leverage our AI expertise and deep data resources. In Canada, we launched our new MyLot inventory management solution. Initial interest has exceeded our expectations with hundreds of early sign-ups, and we are optimistic about the potential of this subscription-based SaaS offering. Across the U.S. and Canada, we also released our new predictive pricing feature, the only technology in the industry that provides dealers with a forward-looking 30-day, 60-day, 90-day view into the anticipated value of every dealer vehicle offered on OPENLANE. And finally, in terms of providing the best customer experience, we are also leveraging our human and AI capabilities to streamline and enhance the customer experience, improve the consistency, accuracy and speed of arbitrations and to help address dealer inquiries as quickly as possible. At the end of Q1, our transactional NPS scores across all geographies sits squarely in the excellent range with our U.S. seller NPS achieving the highest scores, indicating exceptional customer loyalty and brand satisfaction. So as we look into the remainder of 2026, while we cannot count on an industry environment as strong as Q1, there is still a lot of opportunity for OPENLANE. We are continuing to build momentum, and I'm very optimistic about our ability to execute our strategy with precision. As our 2025 go-to-market investments in dealer-to-dealer continue to ramp up towards full productivity, we remain focused on increasing market share and wallet share. As stated earlier, we expect off-lease supply to scale up throughout the year, and OPENLANE will be a primary beneficiary of this cyclical recovery. Our Canadian business is leveraging its strong market position to introduce new revenue-generating products and services. Used vehicle values significantly appreciated in Q1 and remained strong. This is a positive for the marketplace and for AFC, though any sharp decline in used vehicle values could lead to a higher risk environment for floor plan financers. And while no industry is immune to geopolitical or macroeconomic events, we have not seen a material industry impact from fuel prices, new and used vehicle affordability, chip production or any other external factors that we monitor. So just to summarize, OPENLANE remains well positioned to capture the opportunities ahead, and we're executing a strategy that is delivering results, winning customers and outpacing the industry. Because of that, I believe the key elements of our value proposition for investors remain very compelling. OPENLANE is a highly scalable digital marketplace leader focused on making wholesale easy for automotive dealers, manufacturers and commercial sellers. There is a large addressable market for our services, and OPENLANE is uniquely well positioned with commercial customers and franchise and independent dealers. Our customer surveys and third-party research indicate we are the most preferred pure-play digital marketplace in the industry. Our technology advantage is a competitive differentiator. Our floor plan finance business, AFC, is a high-performing business that is synergistic with the marketplace. We generate significant cash flow and have a strong balance sheet. And we believe our business has the capability to deliver meaningful growth, profitability and cash generation over the next several years. So with that, I will now turn the call over to Brad. Bradley Herring: Thanks, Peter. Good morning to everyone for joining us today. On behalf of our management team and all of our employees, we are very proud to report a record quarter for OPENLANE. For the quarter, we transacted more GMV, sold more vehicles, generated more revenue and produced more adjusted EBITDA than any quarter in our company's history as a digital marketplace. These results would not be possible without the tireless commitment and stellar execution of our nearly 5,000 employees that work every day to make wholesale easy for our customers. Before we dive into the financial results, I'd like to thank all of our investors and sell-side analysts that came to visit us in Fort Lauderdale for our Investor Day on March 3. During my remarks and Q&A today, I may reference selected slides we reviewed during our presentation. These slides can be found on the Investor Relations section of our website. Moving on to actual results. We reported total revenues of $528 million, which represents growth of 15%. Revenue growth in the quarter was exclusively driven by the results in the Marketplace segment, which I'll dive into more shortly. Consolidated adjusted EBITDA for the quarter was $97 million, which represents an increase of 17%. I'll talk more about our adjusted EBITDA results within the discussions about each business segment. Consistent with previous quarters, we will be discussing adjusted free cash flow metrics on a rolling 12-month basis due to the inherent volatility in our quarterly cash flow numbers. For the trailing 12 months, our adjusted free cash flow totaled $259 million, representing an adjusted free cash flow conversion rate of 75%. The 75% conversion rate is slightly above our expected range of 65% to 70% and reflects the strong cash generation of both our marketplace and financing businesses. As you may have heard, on March 26, the Canadian Parliament enacted a bill repealing the digital service tax or DST. This action resulted in a $17.3 million reduction to our marketplace cost of services. $15.9 million of the reduction represents prior period expenses that have been removed from our current quarter adjusted EBITDA calculation, while the remaining $1.4 million is reflected as an in-quarter expense savings. Moving to the performance of our business segments, I'll start with the marketplace. In Q1, we transacted GMV totaling $9.1 billion, which represents growth of 32%. GMV growth in the dealer category was 20%, representing a 13% increase in vehicles sold and a 6% increase in average vehicle values. In the commercial category, the GMV growth of 38% was made up of a 25% increase in vehicles sold with an 11% increase in average values. Auction and related revenues were $242 million, which reflects growth of 22%. The primary driver of this growth was in the U.S. dealer category, where we saw a 38% increase in auction and related fees driven mostly by the strong vehicle sold performance that Peter mentioned earlier. In addition to the growth in vehicles sold, U.S. dealer GMV growth also included a 22% increase in average vehicle values, driven by a higher mix of sales from our large dealer group customers and an overall increase in wholesale auto prices. Exclusively due to the significant increase in average vehicle values, yields for the U.S. dealer business declined approximately 60 basis points from the 680 basis point to 700 basis point baseline range that we provided in our Investor Day materials. On a per vehicle sold basis, revenue generation in U.S. dealer improved by high single digits. Complementing our performance in the U.S. dealer business, auction and related fees in our U.S. commercial business were up 42%. GMV in the U.S. commercial business was up approximately 46% due largely to the successful launch of a returning private label customer as well as improvement in the lease return waterfall. Yields in the U.S. commercial business remained largely consistent with the baseline that we reviewed at Investor Day. SaaS and other revenues in the quarter were $68 million, which is up 1% due to increases in our subscription-based revenue streams. Rounding out the revenues in the Marketplace segment, our purchased vehicle sales grew 31% to $112 million. The variance was driven by the increase in U.S. vehicles sold as well as an increase in the average vehicle values in both U.S. and Europe. Adjusted EBITDA for the Marketplace segment was $52 million, which results in an adjusted EBITDA margin of 12%. That represents growth of 39% in adjusted EBITDA and 160 basis points of expansion in adjusted EBITDA margin. The year-over-year expansion in adjusted EBITDA margin was driven by the structural scaling effects of our digital platform and a higher mix of revenues coming from our U.S. commercial business that comes with an accretive variable contribution. In our Finance segment, the average outstanding receivables managed in the quarter was $2.4 billion, which is up 3%. Growth here was driven by a 3% increase in the average vehicle values, offset by a 1% decrease in transaction counts. Net yield for the quarter was 13.6%, which is down 30 basis points. The decrease was primarily attributable to a decrease in transaction fee yields driven by slightly lower transaction counts and increasing loan values. The Q1 provision for credit losses was 1.6%, which is consistent with our results from last quarter and 7 basis points higher than the same quarter last year. While recent performance has hovered in the mid-1% range, we continue to reiterate our targeted range of 1.5% to 2.0% for credit losses. The combination of the changes in the portfolio balance, the net yield and the loss provisions are an adjusted EBITDA for the Finance segment of $45 million, which was down 1%. With respect to capital considerations, I'll refer investors to Page 75 of the Investor Day deck where we laid out our objectives for capital deployment. To summarize that message, our first and foremost priority is to fund the organic growth of our business. That will be followed by share repurchases and finally, debt repayment. In addition to our investments in go-to-market, we repurchased 964,000 shares in the first quarter at an average price of $27.20. This represents the retirement of approximately 0.7% of our fully diluted share count that includes the assumed conversion of the remaining preferred shares. As we also mentioned in our Investor Day, we are considering debt repayment options, although investors should not expect to see any material paydowns to start until later in 2026 or early 2027. From a liquidity perspective, we ended the quarter with an unrestricted cash balance of $180 million and capacity of over $400 million on our existing revolver facilities. Moving along to our guidance. We are raising our full year expectations for adjusted EBITDA from a range of $350 million to $370 million to a range of $365 million to $385 million. The entire increase is coming from our Marketplace segment and is driven mostly by strong performances in both our U.S. dealer and U.S. commercial businesses. This revision also reflects the full year impact of the repeal of the Canadian DST that I mentioned earlier. Countering the strong performance in the marketplace, we remain cautious around downstream impact of evolving and volatile macro conditions. Sustained increases in fuel prices, the impact of rising auto prices on consumer affordability and subsequent impact on our customers and the automotive supply chain challenges are all front of mind as we look into the back half of 2026. With respect to our Finance segment, we maintain our previous guided position as the volatility and macro trends are largely offsetting the decreased likelihood of any rate cuts in 2026. To summarize, we're very pleased with our quarterly results and are proud to increase our full year 2026 projections. Our revised outlook represents strong momentum in both the dealer and commercial elements of our Marketplace segment, while at the same time reflecting on some potential challenges. We are also proud of our prudent balance between growth and risk management in our Finance segment. With that, I'll turn it over to the operator for questions. Operator: [Operator Instructions] The first question that we have comes from Bob Labick of CJS Securities. Bob Labick: Congratulations on a great start to 2026. Sure. So obviously, really strong performance on commercial volumes, and you mentioned the returning off-lease customer there. Can you tell us, was there a full impact from that customer? Meaning did you have it for the full quarter? Or do you get a little incremental benefit in Q2 as well? Just trying to figure out the kind of run rate from that and the impact kind of going forward? Peter Kelly: Yes, Bob, it launched mid-January. So it's pretty much a full quarter. But I guess, if you're doing precisely, there was an extra 2 weeks that wasn't live, but it was live for 11 weeks of the 13 weeks. Bob Labick: Okay. Great. And then kind of sticking with commercial, lots of EVs coming off lease and there's pretty significant negative equity on that side. How are they behaving in the OPENLANE auctions, EVs in general? And then similarly, how are the ICE vehicles that may still have a little bit of equity behaving? Just give us a sense as we see this divergence of off-lease coming on more EVs probably this year and more ICE next year? Peter Kelly: Yes. Thanks, Bob. Let me tackle it. I'll start with just the commercial overall, and then I'll go into the EV piece of it, if that's okay. Bob Labick: Right. Peter Kelly: So listen, really good quarter from commercial. As I said, 25% growth, a lot of growth in GMV as well. With a strong spring market, used vehicle values did go up about 7% by the end of the quarter relative to January 1. So GMV was strong. The new customer also had a premium vehicle portfolio that contributed to EV. But in addition to the sort of volume increase, we also saw an improved mix relative to a year ago. So relatively fewer payoffs across the portfolio, although payoffs remain abnormally high, but they've come down a little bit in percentage terms. And corresponding to that, an increase in sort of non-grounding and open sales, which are higher revenue, higher-margin transactions for us. So we saw an improved mix through the commercial funnel. I'm talking generally here, EV and ICE combined, okay? So listen, a lot of encouraging signs there. And again, feel really good about the setup for commercial vehicles through the balance of this year and into next year and beyond. Going specifically into EVs, yes, we certainly saw an increase in EV volumes in the first quarter. The good news is they're performing very well. Conversion rate for EVs is comparable to that for ICE vehicles. It varies a little bit by portfolio, which indicates certain sellers are adopting different strategies in terms of how to remarket them. But overall, conversion rates on EVs in our marketplace is very strong. If anything, we're seeing because of the equity situation on EVs, which is more negative, as you know, we're seeing even fewer payoffs, so almost no payoffs. So those cars are flowing deeper in the funnel. So relatively higher conversion of EVs in the nongrounding and open channels, which from a margin perspective is very good for us. So we're seeing good performance with EVs. Obviously, in the quarter as well, we saw the stuff in the Persian Gulf and oil prices, that has probably boosted EV demand at the retail level a bit. So if anything, I would say that demand has strengthened late in March and into April as well. So good positive momentum on EVs. And I think the real question is the seller has to be prepared to sort of acknowledge what the value of the car is in the marketplace as opposed to what is the residual value that they might have written on a contract 2 years or 3 years ago. But absent that, I feel really good about it. And as we're looking to the future, and again, I'll say this comment is more general. as commercial volumes are generally picking up, our commercial sellers are getting more and more interested in, okay, what techniques and plans can we put in place to maximize conversion and improve outcomes in the digital channel because it is such a fast channel. It's a low expense channel, but also a high price realization channel. So we're having very constructive discussions with many of our customers running pilots and various programs to drive adoption and drive conversion of the vehicles. Operator: The next question we have comes from Craig Kennison of Baird. Craig Kennison: I wanted to go to Slide 11, if I could, and just ask you, Brad, if you could just help us understand the yield dynamic in Q1, why it dropped and what the mix issues are that impacted that? Bradley Herring: Yes, perfect. This is Brad. I'll take that. So yes, if you look at the yield, you're talking about on the commercial side where the yield drop. So it's a mix issue. If you think about -- when we talked about at Investor Day, we talked about the different yield setup for commercial across the different geographies, and we mentioned that the U.S. range was certainly lower than Canada and Europe. So if you look at the mix in the commercial space, last year, first quarter, U.S. made up about 71-ish percent of the GMV that flew through the commercial space. Q1 of this year with the ramp-up of the new customer we talked about as well as kind of the increase just from the lease returns, now that number is north of 75%, 76%. So that's a mix issue that drove that yield down from a 1.59% to 1.43%. The yields across the different categories are relatively stable. So that means it's purely mix across the geographies that's driving that. Craig Kennison: And while I have you, Brad, could you just help us understand the full year implications of the repeal of the digital service tax? Bradley Herring: Yes. The full year impact on an annual basis is $5.5 million to $6 million. It's about $1.4 million in the first quarter is what I disclosed. That's a relatively steady run rate across the different quarters. It will kind of vary a bit with volumes. But if you use a $5.5 million to $6 million impact number for the full year, you'll be in line. Craig Kennison: And are there any offsets to that, like charges or fees you may have charged to offset that, that would also go away? Bradley Herring: No, that will just -- that will be the only impacting item. Operator: The next question we have comes from Jeff Lick of Stephens Inc. Jeffrey Lick: Congrats on a great quarter. Peter, I was wondering, as it relates to the U.S. dealer-to-dealer, you said it was in the upper 20 range, which implies a little bit of a sequential improvement from Q4, which was in the 20-ish up 20%. The market was actually down a little more in Q1 than Q4, which kind of implies your spread to market is widening. I was wondering if you could elaborate on any of that? And then does the lease return business kind of have a halo effect like some kind of symbiotic effect, synergistic effect that's helping drive that? If you could elaborate, that would be great? Peter Kelly: Yes. Jeff, I appreciate that. Listen, we were very pleased with the dealer performance in Q1. in aggregate, dealer volumes grew year-on-year by a higher number than in Q4, and that was driven by the U.S. where the year-on-year growth, as I said, increased to the upper 20s. And as you point out, that was an acceleration. So we feel really good about that. We don't have a full industry picture yet, but we do know that dealer volumes of physical declined a little in the first quarter. So it definitely looks like OPENLANE had a strong performance in terms of market share and share gains based on those results. So we feel pleased about that. It also looks like an increased portion of the industry volumes move towards digital, largely driven by our volume increase, right, based on the data we have at least right now. So listen, we feel really good about that. I think it's driven in large part by the things I've talked about on many calls, our focus on the value proposition that digital offers our customers, the speed, the ease, the access to a broader network of buyers, ultimately better outcomes for sellers and for buyers, the convenience, the peace of mind, the ability to search for vehicles and purchase vehicles without leaving your dealershipments and all those types of benefits. So we're very focused on that. Obviously, we've made go-to-market investments as well, Jeff, that continue to help drive those results. To the specific question on lease, does improving commercial volumes create a halo effect? I think it probably does. I think dealers are aware that lease volumes are going up and OPENLANE is well positioned to benefit from that. And if dealers want to get access to those units, then doing business with OPENLANE would be a wise choice. So I think we're seeing franchise dealer registrations have improved. Our ability to convert dealers from private label buyers across into our open sale have improved. So I think there is some of that for sure. I think the other thing, Jeff, is there's just a network effect, right? There's a network effect in any marketplace as that you add more buyers, your marketplace becomes more valuable for every seller on the marketplace. And as you add more sellers, more inventory, it becomes more valuable to every buyer in the marketplace. So I think there's a compounding benefit that takes place over the longer term on that dimension as well, and I think we're benefiting from that. So listen, very pleased with the results. I did also say in my remarks, it was a strong spring market. Tax refunds were relatively high. Inventory remained relatively scarce. So there was a lot of demand, conversion rates were up. I would not forecast an upper 20s growth rate for the full year in the U.S., candidly. But obviously, we're going to drive our traction in the marketplace as strongly as aggressively as we can. Jeffrey Lick: And then just a quick follow-up on commercial. Did you say in your prepared remarks, commercial was up 24.6%, call it, 25% that ex the new customer, commercial would have been up 6%, implying that the new customer was 19%? Peter Kelly: Yes. That's -- well, yes, that's what I said. Commercial is up 25-ish, excluding the new customer, up 6%. So the new customer was a pretty significant step function. And maybe one comment on that. With this new customer, we're essentially handling all of their transactions, including all payoffs. And that's not always the case. In fact, I would say the majority of our customers, that's not the case. We do it for a number of others, but we do it for this one. So this customer, we're kind of indifferent to -- we're not indifferent from an economic standpoint because the economics are different. But from a transaction count standpoint, all those transactions get processed through our platform. So it was a pretty significant volume impact, but it had some -- as Brad alluded to, some mix impact because we got a bunch of payoffs and lower revenue transactions as part of that. But still, it's very good. And by the way, all of those transactions, whether it's a payoff or not, it brings a dealer to our platform to do a transaction. And that's always going to be a good thing because that's sort of a touch point where they then can launch into other parts of our services. Jeffrey Lick: And was Q1 disproportionately high because maybe there was some bottleneck units from Q4 that flow into Q1? Or will this type of similar impact flow through for the next three quarters? Peter Kelly: It's hard to say. I don't think there was a bottlenecking, Jeff. But every customer has different quarterly profiles of their maturities based on the lease programs that they ran 2 years, 3 years ago, the incentives that they ran 2 years, 3 years ago. So it will ebb and flow, but I don't think there was a bottlenecking. So I would expect a solid positive volume impact from this customer through the rest of this year. Jeffrey Lick: And I would assume, given that this is a luxury customer, most -- a greater portion of luxury leases happen in Q4, so Q4 could be even bigger? Peter Kelly: I hadn't thought of that. It's possible. I wouldn't know. I don't know at this moment. Operator: The next question we have comes from John Babcock of Barclays. John Babcock: I guess just to quickly follow up on that last one. So it sounds like that mix impact is going to continue through the year just because of this new customer. Is that fair to say? Peter Kelly: I'd say there's a whole bunch of different things going on in the mix, and Brad touched on them. If I could kind of summarize, I'd say we're seeing -- because of the new customer, obviously, a volume impact and that customer, we're handling a lot of payoffs there. So that tends to sort of have sort of, I'll say, a somewhat negative impact on yield. Offsetting that, we're seeing cars flow deeper in the funnel, more into the nongrounding dealer and open. That has a positive impact on mix. And then we're seeing our U.S. private label volumes increase relative to all of our other commercial volumes. So there's a lot of puts and takes in there that are driving that, John. Brad, do you want to comment? Bradley Herring: Yes, John, just to add on to that. I mentioned in my comments that the yields in the U.S. commercial were flat. But to kind of peel back Peter's comment a little bit, this new customer certainly was dilutive to that. It's a higher end, higher GMV per sale transaction at a lower yield because of that mix, a little bit more concentrated at the top of the funnel related to those payoffs that we're processing. On the other side of that, you actually saw some pretty substantial yield improvement on the non-new customers as those transactions have now flowed deeper into the waterfall. So what that netted out to was a yield that was essentially around flat from what we talked about at Investor Day, but it does have those two moving components embedded in it. John Babcock: Okay. That's very helpful. And now as we think about the off-lease volumes for the year, I was just kind of curious because it seems like demand is probably going to be pretty strong for those, especially with affordability challenges, and it seems like people are more willing now to take on used vehicles than pay the higher prices for new. Are there any concerns that those off-lease volumes will stay more with the grounding dealer? Or is there any reason to think that, that will happen? Or is that not necessarily a fair assumption? Peter Kelly: It's a good question, John. I think One thing we saw in Q1 was used vehicle values went up in value. Used vehicles went up in value, right, because of the supply-demand situation you talked about. What that does is that essentially increases the equity that consumers have in their off-lease volumes. So to some extent, that could delay a little bit or could impact the sort of consumer payoff percentage, and that's something we've talked about in the past. So there's a lot of sort of give and take here. But I think fundamentally, what do we know is true? Maturities coming off lease, those are going up, okay? They're going up in the second quarter and accelerating into the third and fourth. We have seen consumer payoffs come down a little bit. They were down a little bit Q1 versus Q1 of last year. So there's more cars flowing our way, and then those cars are flowing deeper in the funnel. But market conditions do drive those things, John. And I don't know if I can predict with precision all of the puts and takes on that. But I think fundamentally, I feel very optimistic and very positive about the setup for commercial, both for the balance of this year, but also looking further out into '27 and '28. John Babcock: Okay. Very helpful. And then just last question, if you don't mind. I was just kind of curious, I mean, dealer volumes were quite strong in the first quarter. Are you able to provide any sort of sense or do you have any sense as to how those volumes have done so far in 2Q? It seems like 1Q was generally a pretty good quarter overall, at least for the used market. It seems like that market was pretty tight, but just curious to what you're seeing? Peter Kelly: Yes. Well, listen, in our industry, there's normally a spring market, we call it -- that's what we call it a spring market driven by the tax refund season. The spring market usually kind of loses a bit of steam around mid-April, and there tends to be a little bit of a fallback, but not a massive one. You could look at previous year's results to see how the quarters trend. I would say this year kind of is exhibiting sort of a similar pattern to the normal seasonal pattern, nothing abnormal. And that I'd say it's still, in my view, continues to be a pretty robust market in terms of used car demand versus supply. Operator: [Operator Instructions] The next question we have comes from Gary Prestopino of Barrington Research. Gary Prestopino: Peter, I just had a question. You said your open sales in commercial doubled in the quarter, which means things are flowing down the funnel. But given that we've just seen this turn in lease returns, were you surprised at that magnitude of what's coming outside of the franchise dealers buying these cars? And what does that indicate? Does that indicate that the franchise dealers have solid used vehicle inventory and more of this is going to flow down to the independent dealers? Peter Kelly: Yes. Good question, Gary. I wasn't massively surprised by the doubling. I was expecting high growth, 50% to 100%, somewhere in that range. It's growing off a fairly small number. So there's that impact as well. But nonetheless, it was a strong year-on-year increase as we have seen for at least a few quarters in that commercial open transaction piece. Just because they sell an open, doesn't mean they sell to an independent dealer. I want to be clear about that. Like if there's a -- let's say, for example, a Ford vehicle coming through the Ford private label, well, a Honda dealer can't buy that on the Ford private label. If a Honda dealer want to buy, they've got to wait until it gets to the open sale because they don't have access to the private label. So even though they're selling in the open, there's still a high percentage of franchise dealers buying them in that channel. They're just buying them across brand. You have the large used car retail operations, buying them there too as well as independent dealers. So it's a mix of all three customer groups that represent the buyers there. So no, I think generally, listen, pleased with how it's going. We're working with many of our commercial sellers to improve their performance and drive further conversion in the open sale channel because sellers increasingly see it as very strategic to them. It's kind of their last chance to sell the car before they start incurring significant downstream expenses for moving the vehicle, waiting a number of extra weeks before they sell the car, all that sort of stuff. So we're having very productive discussions and strategies that are helping drive that performance, and we're going to be doing more and more of that in the quarters to come. Operator: The next question we have comes from Rajat Gupta of JPMorgan. Rajat Gupta: Just to follow a couple of clarifications after that. Could you quantify the open sales units that you're seeing in commercial? Any unit number or percentage number you could throw out for the quarter? Peter Kelly: Yes. We don't comment on that number, Rajat. I would say our open sale in the U.S. skews heavily towards dealer, but commercial is an increasing percentage over time. And if I look at our year-on-year growth in the open sale in the U.S., again, we said dealer grew high 20s. Commercial grew approximately double. So from that, we can determine commercial, obviously, was a bigger percentage in Q1 this year than a year ago. But we don't release that exact number. Rajat Gupta: Understood. And just on the guidance, given the strong first quarter, if you assume normal seasonality, it would imply somewhere above the upper end of the new range. I'm curious if -- and especially in light of the off-lease picking up later this year. I'm curious, is there any conservatism baked in, in the second half with regard to new car sales or anything around the macro? Is it not right to assume normal seasonality? Just making sure we're looking at this correctly. Any color would be helpful. Peter Kelly: Yes, let me comment sort of high level, then Brad can comment on maybe specifics and then let me move. Again, listen, very pleased with Q1, a strong quarter with traction kind of across the board. But as I mentioned in our remarks, there was a strong spring market in Q1. I would say a stronger spring market this Q1 than in any of the last 2 years or 3 years for sure. And that was reflected -- that was driven, I'd say, by high tax refunds and generally inventory being somewhat constrained. It was reflected in used vehicle price appreciation and high conversion rates. So one judgment is how are those going to trend going forward? Is there going to be an above-average correction from that? I haven't seen it yet, right? But that possibility would exist. And then the other thing we're mindful of is just the geopolitical and macroeconomic impacts out there, high oil prices, potential impacts from those in the markets in which we operate. Again, I can't say we've seen any material impact from that yet, except that we're seeing increased interest in EVs. But we're one quarter in, three quarters left. I didn't want to get too far out in front of our skis on what the remaining quarters could be. I'd also say, particularly in U.S. dealers, as we get into the second half of this year, we do see tougher comps on the B2B side. We're going to be lapping some bigger quarters that we had in the second half of last year. So again, I would expect some deceleration in our dealer-to-dealer growth rate in those quarters. So anyway, we've kind of reflected all of those to the best of our judgment. I would say, notwithstanding any of that, I think there's a ton of opportunity out there for OPENLANE. I'm very pleased with how our customers are responding to our offering and the feedback we're getting and the growth in the customer base. So I really feel good about the strategy we're executing and the opportunities that offers not just for the next three quarters, but for the long term. Brad, do you want to comment? Bradley Herring: Yes. I think that's a really good summary, Peter. I think the only thing I would add, look, as the quarters play out, if things change and our view of the remaining quarters of the year changes, we'll certainly be updating that in our next quarterly discussion. Operator: The next question we have comes from John Healy of Northcoast Research. John Healy: Peter, I just wanted to ask just about the relationship between lease returns and wholesale sellout. So if we're thinking about this, I think we've all kind of penciled in a growth rate based on lease returns. But how should that lease return number impact the timing through your P&L? And let's just say, hypothetically, in a quarter, off-lease grows 25% or something like that in terms of returns. Is that going to be spread out over multiple quarters? So perhaps the volume that you guys move through your platform might be elongated. I'm just trying to think about the how we should kind of think about the returns to market and dealers and then the actual flow-through to your business in terms of a processing standpoint to make sure you get the most value for your remarketing partners. Peter Kelly: Yes. John, I guess, first of all, I'll say the equation to sort of determine what volume we actually get it is very, very complex. I don't know that it really exists because there's obviously different customers in there. They have different portfolios. Sometimes a customer will execute what's called a pull ahead. I've got these leases coming off 6 months from now, but my retail market share looks a bit weaker. I'm going to try and pull these leases ahead and get those customers to buy a new in-brand vehicle now to get my market share up on the new car side. So we see that. We also see the opposite of that, lease extensions. I've got too many cars coming back. I don't want that many. I'm going to try and push some of these out and extend those leases. So there's all these things that can happen. But I guess the net-net is, I do look at the maturity forecast in aggregate, how many leases were written 3 years ago. That's the best barometer I actually have of how many leases will be returned. And generally, John, I'd say, if anything, they tend to come back a month or 2 early. So leases that you expect to come in Q3 can sometimes come in a month or 2 or maybe 3 months ahead of that. And I generally assess that the consumer that's kind of said, okay, I know my lease is up, but I've made a decision on what the new car is that I want, and I just want to pull the trigger and get that done now. So I guess, take what does all that mean? I expect -- if we look at that maturity curve, I believe off-lease volumes in the back half of this year are up around 20% to 25%. So I'm expecting that kind of volume growth in our off-lease volumes, not without the addition of a new customer, okay? So that's the kind of math I'm looking at, and it's obviously fairly robust. But I guess we'll see what happens. John Healy: Great. That's helpful. And I just wanted to ask about the AFC business. Obviously, you guys are seeing a nice bounce in the auction business. But AFC loans kind of originated in the quarter, pretty anemic growth the last few quarters. Curious if you think that gets better? And is there a desire to really grow that business? Or are you just kind of happy keeping it about the same size that it is right now? Because I would just think with the activity and the attractiveness and the network effect in your business that you talked about on the dealer car side, I'm kind of perplexed why would it also take place on the AFC side? Peter Kelly: Yes. Well, John, listen, I think, first of all, AFC is a great, great business. It's a category leader in the space, an industry leader in terms of its risk management and loan loss rate. strong return on assets, return on equity and strong EBITDA and cash flow generation for our company. So it really is a great business. It's also synergistic with the marketplace, and it is helping us drive some of the marketplace results that we've talked about on multiple calls and we talked about at our Investor Day. So I feel really, really pleased about AFC and the performance that it's delivering and the AFC team. I'll also say we don't chase growth for growth's sake. We have a somewhat conservative view. We like managing within a risk band that we've talked about 1.5% to 2%. There's obviously a lot of customers you could take that are outside of that band, but we generally try to avoid that. We like to manage it more conservatively. But that said, it is growing. We are growing the customer base on AFC. And we're seeing something interesting start to play out now, started in the first quarter, and I think we'll see it through the balance of the year. It's not maybe yet showing up in the results. But we've been driving can we get more of these AFC dealers to register on OPENLANE? Well, so that's been successful. But now we're also seeing there's a whole bunch of independent dealers on OPENLANE that haven't registered in AFC. But they see on OPENLANE, there's an AFC floor plan that they could potentially utilize if they go register. So we're seeing that sort of cross-pollination flow back the other way. So again, I think there's growth opportunity there. It absolutely is going to be more modest. We're going to manage that business for risk, but it is a great business, and it's very synergistic in helping drive our overall results. Brad, do you want to comment? Bradley Herring: Yes. I'll just add to that, John. We've talked about it. I think at Investor Day, we've always kind of seen AFC as really a low single-digit grower for those reasons. It's about staying in that risk band that we're very comfortable with and extracting the value that AFC provides some within the AFC vertical of a segment report, but also the value that manifests itself in the marketplace. And I think that's the part. When we think about the growth in AFC, we combine those two as opposed to just looking at the segment results of AFC independently. Operator: We have a follow-up question from Rajat Gupta. Rajat Gupta: [Technical Difficulty] commercial [Technical Difficulty]. You just mentioned on the previous question that you expect 20% growth in your off-lease plus the new customer. And it looks like the new customer was 20% of units analyzing that would be like 20% plus. So am I reading that correctly, the 25% plus 20% for your commercial U.S. business this year? Peter Kelly: Rajat, I guess what I said is I think the growth in maturities is a good number to take in our underlying customer base. And I believe in the back half of this year, that is in the 20-ish percent level, maybe a bit higher. So I would expect that kind of volume in our non-new customer. And then we got the new customer in addition to that. I'm not saying that new customer is going to be 20% every quarter. They have a portfolio that has its own seasonality to it, and I don't have that in front of me right now. I will say that our initial results from that new customer in volume terms exceeded our expectations. I don't know that they'll continue to exceed our expectations every single quarter, but we were surprised by the volume they had in Q1. Bradley Herring: And also keep in mind, Rajat, that new customer was a step function in January, so that will not recur -- that element of growth will not recur to that same degree in Q1 of '27, of course. Rajat Gupta: For sure. And then just a quick question. We heard from some of your larger public customers that there are some luxury OEMs that have dialed up early lease terminations to manage captive finance losses. I'm curious if that is something you've observed? Has that benefited with just like incremental off-lease inventory recently? Just curious to get your thoughts there and how we should think about implications for OPENLANE? Peter Kelly: Yes. Well, again, that's an example, as I was saying on just a question a few moments ago. Captive finance companies can put these types of programs in place from time to time. You don't really get a lot of sort of advanced warning as to when they might happen. But early terms, that's kind of a pull-ahead program. I'm not aware of that having had a specific benefit on our volumes. But that said, the new customer we launched does have a premium portfolio and those volumes are quite strong in the first quarter. So maybe there was some aspect of a pull ahead in that or an early term offer within that. It's possible, Rajat. Operator: At this stage, that was our final question. I will now hand back to management for any closing remarks. Please go ahead. Peter Kelly: Well, thanks again, everybody, for your time this morning. We really appreciate your interest in our company and your questions here this morning. Listen, very pleased with the quarter that we had and continue to be focused on our strategy and our purpose of making wholesale easy so our customers can be more successful. I'm looking forward to reconnecting with you all in 90 days where we can talk about our second quarter results. Thank you all very much. Operator: Thank you. Ladies and gentlemen, that then concludes today's conference. Thank you for joining us. You may now disconnect your lines.
Operator: Good day, and welcome to the New Mountain Finance Corporation First Quarter 2026 Earnings Call. Today's conference is being recorded. At this time, I would like to turn the conference over to John Kline, President and CEO. Please go ahead. John Kline: Thank you, and good morning, everyone. Welcome to New Mountain Finance Corporation's First Quarter 2026 Earnings Call. On the line with me here today are Steve Klinsky, Chairman of NMFC and CEO of New Mountain Capital; Laura Holson, COO of NMFC; and Kris Corbett, CFO and Treasurer of NMFC. As announced in our 8-K, our CFO, Kris Corbett, will be leaving us at the end of May to pursue another career opportunity. Kris has been a valuable and respected member of the team, and we would like to thank him for his hard work during his time at New Mountain. Upon Kris' departure, Laura Holson will assume the additional duty of interim CFO until a successor is found. Steve is going to make some introductory remarks, but before he does, I'd like to ask Kris to make some important statements regarding today's call. Kris Corbett: Thanks, John. Good morning, everyone. Before we get into the presentation, I would like to advise everyone that today's call and webcast are being recorded. Please note that they are the property of New Mountain Finance Corporation and that any unauthorized broadcast in any form is strictly prohibited. Information about the audio replay of this call is available on our May 4 earnings press release. I would also like to call your attention to the customary safe harbor disclosure in our press release and on Pages 2 and 3 of the slide presentation regarding forward-looking statements. Today's conference call and webcast may include forward-looking statements and projections and we ask that you refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from those statements and projections. We do not undertake to update our forward-looking statements or projections unless required to by law. To obtain copies of our latest SEC filings and to access the slide presentation that we will be referencing throughout this call, please visit our website at www.newmountainfinance.com. At this time, I'd like to turn the call over to Steve Klinsky, NMFC's Chairman, who will give some highlights beginning on Page 6 of the slide presentation. Steve? Steven Klinsky: Thanks, Chris. It's great to be able to address you all today. Both as NMFC's Chairman and as a major fellow shareholder. Adjusted net investment income for the first quarter was $0.32 per share covering our $0.32 per share dividend that was paid in cash on March 31. Our net investment income and dividend were supported by consistent recurring income from our loan portfolio and a full voluntary incentive fee waiver of $6.1 million. Looking forward to Q2, consistent with our announcement on our previous earnings call, we would like to announce a $0.25 dividend payable on June 30 to shareholders of record as of June 16. Based on NMFC's earnings power, we expect this dividend will be more than covered by the earnings from our core business. As also previously discussed, we believe NMFC made a very positive and well-timed strategic pivot several months ago. We sold approximately $470 million of some of our most illiquid and hardest value positions at 94% of December 31 book value. That transaction closed and was funded in March. With that liquidity, we have now delevered our balance sheet, and have capacity to buy high-quality assets opportunistically at far less than $0.94 on the dollar. Some of those investments were completed by March 31, and some were done or will be done after March 31, but can be judged by their expected pro forma impact. First, we have been buying back our own stock at roughly $8 per share or about a 27% discount to book value. We had a $95 million buyback authorization in place at year-end 2025. And -- about $57 million of buybacks were completed by March 31, and about $9 million have been executed since leaving us with approximately $30 million remaining in our originally existing program. Book value per share was $10.92 per share on March 31 and is $10.95 pro forma for the post-March buybacks already done, all else equal. Further, our Board has now authorized an incremental $50 million for buybacks in the future, bringing our total remaining capacity to around $80 million. Again, all else equal, the math is that every $10 million of buyback at $8 per share can add approximately $0.04 per share of book value. In addition, book value on March 31 was primarily brought down by a general market bearishness in valuations rather than issues of performance in our specific loans. Today, the average mark of our green rated names is about $0.96 on the dollar, which implies potential upside if the market normalizes and these loans accrete back to par. Third, we have been using the market disruption to buy specific names in the secondary market when they appear to be oversold. For example, we bought one name, which is a multibillion-dollar public company at a value through the debt of just 2x EBITDA and at $0.65 on the dollar. This loan rapidly traded up approximately 10 points since our first purchase. Fourth, spreads in the market appear to have widened in general, and we are deploying our cash into new loans at significantly higher and more attractive yields than existed 12 months ago. Last and importantly, we believe we are seeing forward momentum at some of the companies we own from past defaults such as Benevis, UniTek and Permian. Our goal is to ultimately sell these companies at above their current marks and redeploy the proceeds into attractive alternatives. I and my fellow NMC executives remain the largest shareholders of NMFC stock and our ownership position has been increasing over time. During the first quarter, I purchased 1.5 million shares and other senior NMC leaders bought shares as well. Overall, New Mountain ownership increased from approximately 14% to approximately 17% of total shares outstanding. I believe we had more insider buying than any publicly traded BDC, our size or larger. We thank you as always for your ownership and partnership and we are working diligently to serve your interest in the months and years ahead. With that, let me turn the call over to John for more details and comments. John Kline: Thank you, Steve. I would like to begin on Page 7, which offers an overview of our differentiated approach to direct lending. First and foremost, we focus only on select parts of the economy that we believe are defensive and have sustainable tailwinds that will benefit companies within these chosen sectors. We provide heightened transparency into our industry niches as opposed to the standard practice of using broad sector classifications. This enhanced disclosure provides our investors with more clarity into the specific types of companies that we invest in. Secondly, we have a unique investment model where our credit team partners with in-house industry executives and private equity personnel to underwrite direct lending deals within our chosen sectors. If an investment underperforms and we are compelled to take ownership of the company, New Mountain is well positioned to improve the underlying business using our private equity expertise and in-house operating talent. As Steve mentioned, there are several situations in that category that are bearing fruit today. As we consider industry exposure, the impact of AI remains a major topic of conversation in the investment community, particularly as it relates to software end markets. While there will certainly be winners and losers in the software sector, we believe that as a group, NMFC software companies are well positioned to benefit as they implement AI into workflows at a rapid pace and use AI-assisted coding to improve software functionality and the overall user experience. From our vantage point as lenders, we see our sponsor partners acting proactively across all industries as it relates to AI. It's clear to private equity sponsors that there are more opportunities today than ever before to enhance margins and improve operating efficiency in almost every business. As a senior lending partner, NMFC can be a big beneficiary of these improvements. Page 8 provides key performance statistics showing a long-term track record of delivering consistent, enhanced yield by minimizing credit losses and distributing virtually all of our excess income to shareholders. Since our IPO in 2011, MFC has returned over $1.5 billion to shareholders through our dividend program, generating an annualized return of approximately 10%. Our dividend yield at the current stock price is approximately 12% annualized based on the revised $0.25 quarterly payout, which is fully covered by net investment income. Our loan-to-value ratio is just 47% and includes the latest view of enterprise value at our portfolio companies. We recalculate this metric every quarter to ensure we are accurately reflecting market movements. We do not blindly anchor to loan-to-value ratios based on what the sponsor paid for the business. Finally, we maintain an investment-grade rating at both Moody's and Fitch, which we have held for more than 5 years. Turning to the next page. We have made really great progress on our strategic priorities so far this year. the portfolio sale catalyzed improvements in a number of areas. It enabled us to reduce the amount of PIK income in the portfolio, increase portfolio diversity and decreased single name exposures and we also moderated our software exposure, which is a sector that has clearly been scrutinized by the market. Additionally, our team was timely in their efforts to reprice the Wells Fargo credit facility from SOFR plus 195 to SOFR plus 185. This lower pricing maximizes the gap between our assets and liabilities ahead of what we feel will be a wider asset spread environment. The next step in our process is to focus on monetizing some of our equity winners in the near and medium term. These actions will be dependent on continued strong portfolio performance and an improving M&A marketplace. And of course, redeploying equity proceeds into cash yielding loans could have a powerful impact on NMFC's earnings power and income quality. As shown on Page 10, 91% of the portfolio is green on our risk rating scale. We continue to focus on transparent and accurate scoring with a few select names migrating negatively during the quarter, but risk ratings for the vast majority of the portfolio were stable. Importantly, our most challenged names, marked orange and red represent only 3.5% of NMFC's fair value, making them a small portion of the portfolio. Turning to Page 11. We provide a graphical analysis of NAV changes during the quarter, resulting in a book value of $10.92 a $0.23 decline compared to $11.15 for Q4 pro forma for the impact of the secondary sale. The main driver of the decline this quarter was broader market movement, which accounted for 2/3 of the overall write-down. The remaining 1/3 decrease was related to credit-specific movement. We see continued tailwinds at Benefits and UniTek that are offset by a restructuring process currently taking place at Affordable Care and an adjustment to our wind down assumption on North Star, which is currently in liquidation. Today, NorthStar is a small position that represents approximately $20 million of value. We expect cash recovery on this name to begin next year. Finally, as Steve discussed, we aggressively repurchased shares this quarter, which represented $0.26 of book value accretion. Today, we maintain approximately $80 million of buyback authorization to repurchase additional shares in the future. Page 12 addresses NMFC's credit performance. For the quarter, nonaccruals at fair value stood at 2.6%, which was a modest increase from last quarter. During the quarter, Affordable Care's first lien position and convey were added to the list. Despite these migrations, we see an improving outlook for both names. We expect Affordable Care, a dental business specializing in higher-margin tooth replacement implant services to come off non accrual in the coming quarters as the lending group effectuates a change in control. The new capital structure will include a smaller sized cash pay first lien loan and a large equity account controlled by the former lenders, the management team and the doctors. We believe a much lower debt burden and more overall financial flexibility will allow affordable care to recruit new talent pursue operational improvement and refocus on growth. CONVEY is a smaller health care services company that has faced operational challenges in some of its business units. In partnership with the lender group, New Mountain has already recruited a new leader for the business, and we are optimistic about our ability to achieve a strong near-term recovery. In addition to Affordable Care and convey, we see multiple other near-term catalysts for existing nonaccruals to exit the portfolio and expect to be able to report positive migrations next quarter. Finally, on the right side of the page, we show our cumulative credit performance since IPO. During that time, MFC has made approximately $10.5 billion of investments while realizing losses net of gains of $56 million. We remain focused on reversing unrealized losses through initiatives that we have discussed earlier on this call. I will now turn the call over to our Chief Operating Officer, Laura Holson, to discuss the current market environment and provide more details on NMFC's quarterly performance. Laura Holson: Thanks, John. Since our call last quarter, the media has increased its scrutiny of the private credit asset class. We thought it would be helpful to address our perspective on some of those headlines. First, [ SaaS apocalypse ] Recent media coverage has implied that all software loans are bad and with private credit having approximately 30% exposure to software on average that such exposure presents significant risk. Consistent with John's commentary, not all software is created equal, particularly when thinking about AI. While the technology continues to evolve real time, the market seems to be starting to delineate between the software businesses that are true systems of records with data or other moats versus the low-code point solution-type business models that we believe are more at risk. As a reminder, in order for our primarily senior software loans to be impaired private equity capital junior to us would first need to be wiped out in full. Second, potential systemic credit stress. While the media has highlighted one-off examples, we are not seeing signs that there is a systemic credit stress across the asset class. As evidenced by default rates that remain below the 10-year average. There are a handful of idiosyncratic challenges across the universe of direct lending loans. However, we have yet to see evidence that overall portfolios or certain subsectors are fundamentally impaired. We expect the primary driver of NAV declines this quarter to be mark-to-market movement in sympathy with the broadly syndicated loan market. Third, heightened redemptions. There has been significant attention to the redemptions in the perpetual non traded BDCs in Q1. However, there have also been meaningful inflows to the asset class. Note that we don't view this as gating. This is how these funds have been designed to protect remaining investors given the underlying illiquid assets. Importantly, the majority of the $2 trillion private credit market is funded by institutional investors. We are seeing more sophisticated investors, reconsider new allocation to the asset class as the supply/demand rebalances following the exit of some of the more headline-driven investors. Fourth, a sector-wide lack of transparency. All PVCs disclosed in their schedule of investments, line-by-line detail of company name, industry, spread, maturity, par, fair value, et cetera. We believe we provide a heightened level of transparency, as John discussed earlier with our heat map, detailed industry classifications and leverage levels for each portfolio company. All that said, M&A activity was seasonally slower in Q1 as expected, and further impacted by the AI-induced volatility. The backlog of potential private equity exits remains full, and there is still pressure to deploy private equity dry powder. So we remain cautiously optimistic about the outlook for 2026 and have started to see new deal activity pick up again in recent weeks. We continue to believe direct lending remains an attractive asset class in today's market and provides good risk-adjusted returns and enhanced yield relative to other asset classes. We have seen some spread widening occur as compared to the 2025 type and a more meaningful increase in pricing dispersion. The more challenging environment underscores the importance of our differentiated underwriting strategy, which allows us to go deeper on diligence, and identify the most compelling credit opportunities, both in the primary and secondary markets. Page 14 presents an interest rate analysis that provides insight into the effective base rates on NMFC's earnings. As of 3/31, the NMFC loan portfolio was 89% floating rate and 11% fixed rate. While our liabilities were 73% floating rate and 27% fixed rate. As discussed over the last several quarters, we have meaningfully shifted this liability mix to increase the percentage of our liabilities that flow. We are now nearly achieving our goal of matching our percent of liabilities that float with the percent of assets that float. Last year at this time, our liability mix was just 50% floating rate. As shown on the bottom table, we would expect to see earnings pressure in the scenarios where base rates decrease but the evolution of our liability structure helps to alleviate some of that pressure. Moving on to Page 15. During Q1, PenamSC originated $117 million of assets offset by $492 million of sales and repayments, primarily related to the secondary portfolio sale. Our originations consisted of investments in our core defensive growth power alleys, including health care, business services and IT infrastructure and security. We also purchased a few positions at meaningful discounts in the secondary market, where we believe we have a differentiated view and opportunity for meaningful book value upside if our thesis proves correct. Turning to Page 16. Approximately 81% of our investments, inclusive of first lien, SLTs and net lease are senior in nature up from 77% in the prior year period. Approximately 5% of the portfolio is comprised of our equity positions, the largest of which are shown on the right side of the page. We continue to dedicate meaningful time and resources to business building at these companies. And as Steve mentioned, we believe we are making positive progress. Page 17 shows that the average yield of NMFC's portfolio increased to 11.1% during the quarter due to the higher yield on our originations as compared to our repayments as well as the higher for longer shift in the forward curve. The higher yield on our originations relates in part to some of the secondary discounted purchases I mentioned when discussing our Q1 originations -- we continue to believe that yields remain attractive for the risk. Finally, as illustrated on Page 18, we have a diversified portfolio across 115 companies. Excluding our investments in the SLP and net lease funds, the top 10 single name issuers account for just 24% of total fair value, down from 25.7% in the prior year. The progress here largely relates to the benefit of the secondary sale as we discussed last quarter. I will now turn the call over to our Chief Financial Officer, Kris Corbett, to discuss our financial results. Kris Corbett: Thank you, Laura. For more details, please refer to our quarterly report on Form 10-Q that was filed yesterday with the SEC. As shown on Slide 19, the portfolio had $2.3 billion in investments at fair value on March 31 and total assets of $2.4 billion. Total liabilities were $1.4 billion, of which total statutory debt outstanding was $1.2 billion. Net asset value was $1 billion or $10.92 per share. At quarter end, our net debt-to-equity ratio was 1.08:1, which remains within our target range of 1x to 1.25x. On Slide 20, we show our quarterly income statement results. For the current quarter, we earned total investment income of $69 million, an 11% decrease compared to prior quarter. Total net expenses of $37 million decreased 18% versus the prior quarter, inclusive of the fee waiver previously mentioned. Our adjusted net investment income for the quarter was $0.32 per weighted average share, which covered our Q1 dividend. Our earnings were driven by our strong core income and incentive fee waiver and the share repurchase program. Slide 21 highlights that 98% of our total investment income is recurring in the first quarter. On the following page, you can see that 83% of our investment income was paid in cash, up from 77% prior quarter. of investment income was pick income from physicians that included Pick from inception to best enable these borrowers to execute on their strategic growth plans. Only 3% of investment income is driven by modified PIK from an amendment or restructuring. Importantly, investments generating noncash income during the first quarter are marked at weighted average fair market value of 96% of par. During the quarter, we also collected approximately $35 million of previously accrued PIK income as part of the secondary sale. Turning to Slide 23. The red line shows the coverage of our dividend. For Q2 2026, our Board of Directors has declared a dividend of $0.25 per share. On Slide 24, we highlight our various financing sources and diversified leverage profile. As a reminder, our Wells Fargo facility is non-mark-to-market and tied to the operating performance of the underlying companies we lend to. New Mountain Finance Corporation has maintained a long and deep relationship with more than a dozen banks dating back over the course of our nearly 15 years as a public company. NMFC benefits from the stability provided by these relationships from across the entire New Mountain platform. Taking into account SBA guaranteed debentures, we have over $2 billion of total borrowing capacity with approximately $690 million available on the revolving lines, subject to borrowing base limitations. This molten covers our unfunded commitments of $190 million. Finally, on Slide 25, we show our leverage maturity schedule. We continue to ladder our maturities with less than 1% of outstanding debt maturing in 2026 and Notably, 60% of our outstanding debt matures in or after 2029. We remain focused on continuing to access the unsecured market in 2026. With that, I would like to turn the call back over to John. John Kline: Thank you, Chris. In closing, we would like to thank all of our stakeholders for the ongoing partnership and look forward to speaking to you again on our second quarter 2026 earnings call in August. I will now turn things back to the operator to begin Q&A. Operator? . Operator: [Operator Instructions] We'll take our first question from Finian O'Shea with Wells Fargo Securities. Finian O'Shea: Just starting with a couple small items on the deck, the nonaccruals jumped a bit more than just convey would explain, I think, up to 1.43% at cost, seeing if there's anything else in there and then on the new fundings reported yield at 15.5%. Is that sort of a simple average considering the discounted purchases? Or is there sort of extra economics embedded in something like the health span? John Kline: Thanks, Fin. Good morning. On nonaccruals, the 2 new nonaccruals were affordable care first lien I believe last quarter, we put the prep on nonaccrual, and we had mentioned on last quarter's call that Affordable Care would be going through a restructuring process, and that's still happening. So the first lien is a new nonaccrual this quarter along with convey. So I think that would bridge the gap. And then as I mentioned in my comments, both of those, particularly affordable care should be coming off accrual in the near future over the next order. As we set a new capital structure in place in conjunction with the rest of the lender group, which we feel very positive about. So we feel that this is a good moment for Affordable Care despite the fact that it is currently a nonaccrual. Laura Holson: And to your question, just around the yields of the Q1 originations. So it is a weighted average based on the dollars deployed. But there's no kind of in economics or anything, but it does take into account the OID or in some cases, for the secondary purchases, the material discount at which we bought those assets. Finian O'Shea: So what made it 15.5% then? Laura Holson: Yes. So if you look at our originations on Page 15 of the slide deck, you can see a couple of those originations were done at meaningful discounts because they were done in the secondary market. As we touched on, we did find some more opportunistic investments over the course of the quarter were loans that we thought were misunderstood by the market. We had a differentiated view on. And so that accounts for the uptick in the yield this quarter. Finian O'Shea: Okay. And just a follow-up. SBIC II, you repaid some early, can you give us the sort of why on that and what that means for your go-forward debt stack? Laura Holson: It was a pretty modest amount that we repeat early there. As you know, the SBIC 1 and 2 are kind of out of their reinvestment period. And so just from a mechanical perspective, in some cases, to maximize liquidity, it makes more sense for us to do that. . But we also have our third SBIC license that we can use from a ramp perspective as well. So there are some puts and takes when we look at our overall liability stack. But ultimately, that's what we did in Q1. Operator: We'll move to our next question from Ethan Kaye with Lucid Capital Markets. Ethan Kaye: And congrats on the asset sale. But kind of with the asset sale in the rearview mirror now, already seeing some kind of progress deleveraging, diversifying and reducing PIC, et cetera. Hoping you can just talk about kind of the path forward with respect to these initiatives. Like was the asset sale a first step, albeit a big one there's more to be done? Or do you kind of feel that the bulk of what needed to be done has been taken care of with the sale? John Kline: Sure. Thanks for the question. We think it was a big step forward, as Steve talked about, and we think that there's ongoing benefits from that asset sale that are even occurring today as we redeploy the proceeds. Really, the next step for us is some of the other positions that we talked about. When we think about our PIK income and some of our concentration in equity positions. A lot of that is derived from a couple of big positions that are actually performing pretty well. We mentioned Benevis and UniTek and there are a couple of other small ones as well. And we're very focused on monetizing some of the PICC positions that are performing well as at nonyielding equity. And I think we showed that in the deck a little bit. And we feel like that is the next step to becoming even more conforming having more cash income as a percentage of our total income, having more diversity. And we're really excited for that next step. We think we're on the doorstep of really transforming the company as we monetize those positions over the next medium -- short to medium term. Ethan Kaye: Great. And then one on yields and spreads. So there is an uptick in portfolio yields quarter-on-quarter, sentinally some of that's due to the rotation of some of those non-income-producing assets, but you did also -- you guys mentioned redeploying some proceeds and higher spread widening, right? So I'm wondering if you kind of have a sense of what share of that call it, 60 to 70 basis point yield increase was from rotating -- simply rotating those nonincome-producing assets versus how much was maybe attributable to kind of higher spread opportunities and then if you can just kind of quantify the increase in kind of spreads you're seeing on some of the on-the-run deals here, that would be helpful. Laura Holson: Sure. Yes. If you look at Page 17 of our deck, I think we try to lay out kind of the bridge, if you will. So it's not any one thing, I would say, when you look at the uptick in yield. It was a bit of the SOFR curve movement, a bit of the origination activity and a bit of the rotation piece. So it kind of all contributes to it. I think the main driving factor as we talked about of the increase in Q1 origination yields related to some of those secondary opportunities. But stepping back a little bit to answer your broader question about what are we seeing in spreads. I think in general, we've seen spreads for regular way deals probably widen to the tune of 25 to 50 basis points. So what was the SOFR 450 unitranche loan in late last year would probably be a silver 500 unitranche loan today with maybe a little bit more -- so that's kind of the generic loan. And then if you look at anything more on the software ecosystem, we're probably seeing a little bit broader spread widening even than that. So instead of $500 million, that's probably 550 plus -- so directionally, that's kind of what we've been seeing in terms of opportunities, and that's why as John said, when we think about some of the benefits of the secondary sale, certainly redeploying into some of these newer assets is also a key component of that. Operator: [Operator Instructions] We'll take our next question from Robert Dodd with Raymond James. Robert Dodd: Congrats on getting the asset sales done and you've been kind of aggressive on the buyback. And I also want to say best of luck. I don't want to Chris on whatever he's heading off to. So a couple of questions. I mean one of them ties in the context of Beavis and UniTek and some of the others, you talked about maybe monetizing those in the short to medium term or near to medium term, whatever the exact wording was. And then Leo's comments that the M&A market is starting to pick back up. I mean -- what's the confidence level in moving some because obviously, I mean, the market has been a little suffice to say choppy. And normally, when it rebounds from a period like that, it's premium. As assets that move first not to knock [indiscernible] but they have had issues in the past. I mean are they -- so what's the kind of where does the confidence come from that may be monetizable in the near to medium term, what I would have thought maybe a little longer for assets that have had issues in the past, given how the market tends to respond to that? John Kline: Sure. Thank you, Robert. That's a great question. I think the confidence really comes from the underlying performance of the businesses. So Benefit is in a more challenged sector. It's a dental business. But we really feel we have a great management team. We have improving numbers, and we think that we've built a winner in what has been a more difficult space. And I think there should be really good value to investing in winters generally. So that's where our confidence is derived from. I think the obvious challenge is that it has been a more difficult space. So we'll have to navigate that. And we believe that we have a good plan to do so as we think about the exit. With regard to UniTek, that has been a bit of a long road, but we've really positioned the business to be right in the center of broadband build and this data center explosion and we're doing just a lot of work as it relates to multiple broadband initiatives around the country that have a lot of private and public funding, and we have a big backlog of projects that enact existing and new data centers. And I think that boom as well discussed and well known about. So UniTek is just in a really good position, and it's executing well in what is, I think, a honesty. So that, I think, has all the positive elements going forward. Robert Dodd: Got it. I'm kind of tied to the whole as the market is going to do most. I mean , Lou mentioned more dispersion in loan pricing. And that spread expansion, I mean, obviously, 25 to 50, 50-plus for software. I mean how why is the dispersion and kind of what's your appetite to play at the tight end of that versus the middle versus the wider end of that dispersion in terms of risk? Laura Holson: Yes. Well, I think like last year, for example, and we've talked about this in some of our calls last year, really no dispersion, right? Everything was pricing, and that's over 450 to 475 and that, we thought was a challenging dynamic, and we had the philosophy very much of staying safe because you're -- particularly last year, you're not getting paid for any extra incremental risk. This year, so far, as I said, we are starting to see more dispersion. Some of that industry, as I alluded to, where software is now pricing wider but even just in general, I think we are starting to see a little bit more dispersion by industry, by size of the company, sponsor, et cetera. Look, our philosophy hasn't changed. We're always focused on staying safe. As you know, we like the most defensive sectors of the economy. We do feel like our research engine is differentiated and allows us to pick the best credits within those safer sectors. So that continues to be our philosophy. We're definitely not -- our goal is not to chase yield at the risk of credit. That being said, some of the opportunistic stuff that we did in Q1, we felt like we had high conviction on and really benefited from the knowledge base that the New Mountain ecosystem has. So that's how I would categorize it. Kris Corbett: Robert, the only thing I would add... John Kline: The only quick thing I'd add is when you think about the dispersion within software, I perceive right now, it is pretty wide. I think it could be anywhere, as Laura was saying from 550 to 1,000. And that dispersion is driven by real and perceived views on the quality of the business model within different within the software ecosystem. And I think that's a more exciting environment to invest in versus the environment that Laura was talking about earlier, where everything is pricing at $475 so I think lenders have the opportunity to take differentiated views in software and potentially get rewarded for making the good credit picks. That's the one thing I would add to that commentary. Robert Dodd: Got it, understood. And one more quick one, if I can. But obviously, it's pretty attractive. If we can get a high-quality loan at 65% in the secondary market and your stock trading at sometimes all at into the secondary and getting the appreciation that way might be attractive. But you did just increase the buyback. You bought a lot in the first quarter. What's kind of your thinking right now on how attractive that buyback versus general deployments versus opportunistic secondary purchases kind of shake out? John Kline: Sure. I think we want to be balanced between managing the business at an appropriate leverage level, taking advantage of opportunities in the secondary market that we see continuing to support sponsor clients. . As well as buying back stock when it's trading at a level that we think is too cheap. So I just think it's a balance of each and I think that's what we've done historically in the first quarter, and that's what we'll continue to do. So I guess that's the way I would answer that question. Operator: [Operator Instructions] We'll go to our next question from Paul Johnson with KBW. Paul Johnson: Just in terms of the credit statistics you provide on the PI portfolio, which is very helpful. I was wondering if you can kind of explain that it looked like there was a bigger drop within just the -- it looked like the green rated names of income generation within could drop to about 83% or so of that -- of those investments. With that because of something to do with just the asset sale or any new names that were placed on pick this quarter or if you can kind of maybe explain the change quarter-over-quarter. Laura Holson: Yes. I think the biggest driver, I mean, obviously, as folks have highlighted, our PIC percentage did come down pretty meaningfully. In the quarter, right, we were around 20% last quarter. This quarter, we're at about 15%. A large driver of that was the secondary sales we talked about. That was one of the key focus areas, one of the drivers behind the secondary sale, amongst other reasons. And so just as the PIC composition just changed pretty meaningfully in 1 single quarter, that was the main driver of the decrease in percentage green versus anything -- any kind of dramatic movement. We did see a little bit of heat map movement this quarter, as John talked about, but it was really more to former the secondary sales. Paul Johnson: Got it. Okay. That's helpful. And then just on EBITDA trends within the portfolio, it looks like EBITDA kind of year-over-year up around 11% leverage declined a little bit, insurance coverage improved a little bit. I mean is that pretty reflective in your opinion, just the underlying kind of trends within the portfolio here this quarter, I mean, we're within, I guess, just the broader context of a little bit more noise within the mark-to-market stuff as well as some credit-related marks this quarter as well. I'm wondering if you can kind of flip the 2 between just kind of the NAV marks and just in general, it looks like credit improvement on the quarter. Laura Holson: Yes. No, I think the takeaway that you're alluding to around just the EBITDA growth, the deleveraging in general, is consistent with what we're seeing. It's kind of a we get the benefit of this time of the year where we're getting a lot of Q4, Q1 and budget reporting from a lot of our portfolio companies. And generally speaking, we think the portfolio is largely performing well. When we think about the NAV movement and John talked about this, but a good chunk of the NAV moving in the quarter, the majority of it related more to just peer mark-to-market and just reflecting the -- where the BSL market is currently trading as opposed to credit specific. So in general, I do look at these trends and think it's illustrative of the portfolio. we did have the modest heat map degradation that I just talked about, but that, to me, was a little bit more idiosyncratic and also trying to reflect some of just the latest enterprise value multiples from the software market in particular. Operator: [Operator Instructions] We'll take our next question from Sean-Paul Adams with B. Riley Securities. Sean-Paul Adams: It sounds like there was a couple of portfolio positives this quarter. It looks like there was a large wave of buybacks, it looks like you guys kind of alluded to that nonaccruals could go down in the next couple of quarters. On just the origination volatility, I guess, what are your thoughts as far as just balancing out the current volume over the next couple of quarters? It looks like you guys got back to a lower leverage ratio. There's been some sizable like portfolio benefits in terms of spread. But where you're looking at in terms of getting back to a target leverage range? Do you have thoughts about continuing the portfolio expansion given opportunistic levels? Or are you kind of more comfortable at your current levels and just looking for more opportunistic deals? Laura Holson: Yes. Thanks for the question. I would say when we think about our target leverage range, I think we've been pretty consistent in articulating the 1x to 1.25x, that's been our target leverage range for a long time at this point. And we are comfortable operating anywhere in that range. we obviously, post secondary sale had delevered slightly below that range as we talked about on last quarter's call and through the combination of some buybacks and some origination activity kind of migrated back to within the range. Look, it's something that's hard to predict and pinpoint exactly, right, because just from a timing of origination and repayment perspective, those things are typically outside of our control. So I can't say that we have a specific target within the range. We are comfortable within the range. And we certainly don't want to be -- there's a few quarters, I think, over the past few years that we were at the high end of the range every quarter, and that is not our goal. We want to be kind of within the range in general. Operator: [Operator Instructions] It appears there are no further questions at this time. I'd like to turn the conference back over to John for any additional or closing remarks. John Kline: Great. Well, I would just like to thank everyone for joining our call today, and we look forward to speaking to everyone again in August. Thank you. Operator: This concludes today's call. Thank you again for your participation. You may now disconnect, and have a great
Operator: Good morning. My name is Kathleen, and I will be your conference operator today. At this time, I would like to welcome everyone to the Energizer's First Fiscal Year 2026 Conference Call. [Operator Instructions] As a reminder, this call is being recorded. And now I would like to turn the conference over to [indiscernible] Vice President, Treasurer and Investor Relations. Please go ahead. Jonathan Poldan: Good morning, and welcome to Energizer's Second Quarter Fiscal 2026 Conference Call. Joining me today are Mark LaVigne, President and Chief Executive Officer; and John Drabik, Executive Vice President and Chief Financial Officer. In just a moment, Mark will share a few opening comments, and then we'll take your questions. A replay of this call will be available on the Investor Relations section of our website, energizerholdings.com. In addition, please note that our earnings release, prepared remarks and a slide deck are also posted on our website. During the call, we will make forward-looking statements about the company's future business and financial performance, among other matters. These statements are based on management's current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these statements. We do not undertake to update these forward-looking statements. Other factors that could cause actual results to differ materially from these statements are included in reports we file with the SEC. We also refer in our presentation to non-GAAP financial measures. A reconciliation of non-GAAP financial measures to comparable GAAP measures is shown in our press release issued earlier today, which is available on our website. Information concerning our categories and estimated market share discussed on this call relates to the categories where we compete and is based on Energizer's internal data, data from industry analysis and estimates we believe to be reasonable. The Battery category information includes both brick-and-mortar and e-commerce retail sales. Unless otherwise noted, all comments regarding the quarter and year pertain to Energizer's fiscal year and all comparisons to prior year relate to the same period in fiscal 2025. With that, I would like to turn the call over to Mark. Mark LaVigne: Good morning, and thanks for joining us today. As in prior quarters, we posted prepared remarks on our website that provide a detailed review of our second quarter performance and our outlook, but I wanted to begin with a few brief comments. As we move through fiscal 2026, our strategic priorities remain clear and consistent, restoring growth, rebuilding margins impacted by tariffs and returning the business to its long-term historical cash flow profile. The second quarter marked an important step forward as disciplined execution across pricing, supply chain optimization and an improved cost structure produced tangible results. During the quarter, tariff-related developments provided an incremental benefit, further supporting our ability to restore margins while still reinvesting in the business to drive sustainable top and bottom line growth. The building blocks for a return to growth are in place. We expect the third quarter to mark an inflection in organic net sales, supported by stable category dynamics, higher quality distribution across our portfolio, continued progress on the APS integration and strong innovation. Innovation remains a core pillar of our strategy, as highlighted by the recent launch of Energizer Ultimate Child Shield. In Auto Care, growing distribution of the Armor All Podium Series, together with continued innovation across the portfolio is enhancing the business' long-term earnings and growth potential. Stepping back, performance in the first half of fiscal 2026 was largely consistent with our expectations and reflected a transition that will be followed by a second half with organic sales growth and profitability continuing to benefit from announced and accepted pricing and ongoing supply chain initiatives. As a result, we expect to deliver the high end of our fiscal 2026 earnings outlook. Thank you for your continued confidence in Energizer. And with that, let's open the call for questions. Operator: [Operator Instructions] And your first question comes from the line of Peter Grom of UBS. Peter Grom: I was just hoping to get some perspective on the guidance for the year. Can you maybe just give us a sense for how FY '26 is playing out relative to your expectations? And I ask this just more in context of moving to the high end of the range, but that now incorporates a tailwind related to tariff refunds, which would suggest pressure in other areas. And then I guess my second question, you have this slide that really shows the multiyear progress of the business despite all the external volatility. How does this inform your view on the path forward? And maybe specifically, where do we go from here as we look out to '27? Mark LaVigne: Peter, I'll kick off, and let's start with the '26 first, and I'll cover a little bit, John will cover a little bit, and then maybe I can come back on the longer-term view. Look, I would say there's been a lot of moving pieces in fiscal '26. It is on track to be a successful year for Energizer. Our goals going into the year were to restore growth, rebuild margins and restore free cash flow. We've had nice success against all 3. When you think about it on a top line perspective, the first half and the back half are playing out largely as we expected. We knew the first half we're going to have organic declines, and we still expect growth in Q3 and Q4. The growth in the back half of the year is really driven by the integration of the APS business. Some exciting new innovation that we're launching, new distribution that we've been able to achieve as well as a little bit of pricing. Those are in place. Those are known decisions. So that should drive the organic growth as we get into Q3 and Q4. We are tempering a bit in terms of the macro outlook. So we did bring down our overall call for Q3 and Q4 just a touch because we do see a little bit more of a cautious consumer than maybe what we anticipated going into November. On the margins, we've done a lot of work on the network on our cost structure. We obviously have the benefit from the tariff recovery as well. So all in all, I think it's been a successful year so far. We're set up for success as we get into the back half of the year, and that's where the delivery at the high end of the earnings range is despite some of the headwinds that I just talked about. And John can maybe put a little finer point on some of the puts and takes as it relates to the tariffs. John Drabik: Yes. Well, I probably would just maybe a couple of numbers on that, Mark. So on the top line, we're calling top line kind of organic flat. And that's what you just talked about reflecting that cautious consumer. I think there's a corresponding gross profit impact. So that's one of the items that we're calling out in the back half of the year. We also -- we're benefiting from these production credits. We get those credits on product that we make in the U.S. and sell anywhere. We still have some foreign sourced product in our inventory, and we're going to flush more of that through than we originally planned. So those credits will probably in '26 be about 10% to 15% lower than we originally planned, but that doesn't change kind of the run rate of what we expect from those credits over time. But it will be a bit of an impact in the back half of '26. And then to Mark's point, what we're going to continue to reinvest for future growth? And I'd say that's in some of the innovation, e-comm and consumer engagement throughout the rest of the year. So that's really what you're kind of seeing on the back half, a bit more on the number side. Mark LaVigne: And Peter, on the -- in your question in terms of the longer term, we did put the slides in the earnings slides that we posted today because we really wanted to zoom out and take a look at how the business has performed over the last 3 years. I know you all get frustrated at the amount of seismic changes that seems to occur with the different factors that are driving our business with tariffs, production credits, [indiscernible] tariff refunds. But when you take a step back and looking at how we've operated through the COVID disruption, historic inflation, the tariff pressure and through all that volatility, we stayed disciplined on the financial algorithm, which is centered on growth, margin expansion and free cash flow. When you look at the longer-term slides, I mean, the results speak to the resilience of what we've been able to do. And over that time period, we've maintained stable net sales while expanding our share. We've improved gross margins by about 360 basis points, and we've delivered consistent growth in both adjusted EBITDA and adjusted earnings per share. And that wasn't driven by tailwinds. That was really driven by really solid execution in the organization and structural changes that we've been able to make as all of those events were occurring. Free cash flow has been a critical proof point. Over the last 3 years, we've generated $740 million of cumulative free cash flow, which has allowed us to reduce debt and return capital through dividends and share repo. Project Momentum, which you've all heard a lot about has been central to all of that. It reshaped the cost base. It strengthened the supply chain and improved working capital efficiency. So I think when you take a step back and you look at that longer-term horizon, the takeaway is that even in a highly volatile environment, which we're still in, we have the ability to drive this business and deliver solid financial performance and disciplined capital deployment. And so it was that overall track record, which gives us confidence that we're going to build on that as we finish out '26, and we think we're set up to do just that, and that's reflected in the outlook that we provided today by taking the earnings to the high end of the range. Anything else, Peter? Peter Grom: No. That was super helpful. Operator: And your next [indiscernible] comes [indiscernible] Dara Mohsenian of Morgan Stanley. Dara Mohsenian: Maybe just to build on that, the weaker consumer you touched on and pulling down the full year top line guidance to account for that. Can you give us a bit more detail there? Auto Care, you mentioned the weaker start to the peak season. What's driving that? Is that just the consumer volatility around macros we see here? Or are there other factors there? Do you expect that to linger? And how do you think your own business is positioned just from a market share and innovation standpoint heading into the full peak season? And then just on the Battery side, are you seeing anything in the U.S. or Europe from a consumer standpoint in terms of demand impacts? And also just help us understand any impact from the Middle East and how you guys are thinking about that going forward? Mark LaVigne: Thanks, Dara. Let me get started. A lot of questions in there. So let me answer them and then maybe as a follow-up, you can tell me where we fell short in terms of answer. Let's start with just the consumer generally. We've said it before, you've heard it from a number of our peers. They are certainly in a cautious position. They're seeking value. They are willing to switch channels, retailers, brands, pack sizes to get what they want. We are committed to meeting consumers where they are. And we're best positioned in both of our categories in Batteries and Auto Care better than any of our competitors because of our broad portfolio of brands and offerings that we have. We're confident we can win regardless of the environment. We have a broad distribution footprint. We have multiple brands, including value brands, which we've been able to leverage to meet consumers as well as the best innovation in our categories. So in terms of controlling what we can on that front, I think we're doing an excellent job. Now let's turn to some of the category specifics on Auto Care, for example, we're just entering peak season now. A slightly colder start to the peak season. I don't think it's anything to be unduly worried about. We continue to see the high-end consumer engage in the category. Our Podium Series launch was very timely. We've expanded that offering this year. We've expanded from 15,000 retail locations to 25,000. So from -- [indiscernible] able to capture the growth there, I think we're on solid footing. Some mainstream consumers, again, this is where the caution probably is a little more heightened than it is at the higher end. They're starting to opt out, starting to delay, starting to engage in some other habits. Some of them are switching from do-it-for-me to do-it-yourself, which is a natural offset to that. We have the portfolio to win in Auto Care. I think we're calling for the Auto Care business to be roughly flat for the year instead of maybe some mild growth, which we thought it was going to be before. It's not a big call down. I think we're just reflecting the overall cautious consumer environment. Let me switch to Batteries, which is obviously the biggest business we have. The category in the last 13 weeks in the U.S. has been strong. You've seen volume growth. You've seen value growth. It was driven in part by some of the winter storm that you saw. That was offset in terms of our sales by a little bit of tighter retailer inventory management. So we didn't see as much of a flow-through from replenishment as we typically would in storms, but still a net very positive benefit to the category. Globally, you're seeing similar dynamics. You're seeing volume and value growth. What I would say in that is in some of the international modern markets, they're trailing a little bit of the dynamic of what you saw in the U.S. by maybe a quarter or 2. So you're seeing a little bit of softness there that you saw in the U.S. maybe 6 months ago. But all in all, I think it is a healthy category. I do think as we look ahead and we see higher gas prices and we continue to see the impact on the consumer that we thought it was prudent to inject some caution in our forward look in terms of what we thought out of the consumer going forward. But both of our categories are stable. We expect to continue to drive growth. It's just not going to be as high as we thought it would be maybe 6 months ago. Let me stop there and see if -- where you want to take that, Dara. Dara Mohsenian: That's very helpful. And I guess it sounds like Auto Care, a bit of a softer start reflecting this consumer environment, just given the Middle East situation, any changes in April versus March or it's more sort of the environment you're seeing generally externally and that softer start in Auto in fiscal Q2? Mark LaVigne: Auto is going to be very weather dependent. So you did see a pickup as you got further along into April. So you saw some momentum in a positive direction with Auto Care. I still think you want to make sure that you play that season out. I also think on the Middle East, there was a question of how big of an impact that is. John? John Drabik: Yes. So Middle East for us is about 1% of our revenue. In the quarter, we had some shipments of finished goods on both Battery and Auto side that were held up. It was about a 50 basis point drag to our top line. So we've got a team working on alternative routes. We think we're still going to get the majority of that back into those markets, but it's more of a timing issue at this point. But obviously, we'll continue to watch that area closely. Operator: And your next question comes from the line of Rob Ottenstein of Evercore Partners. Robert Ottenstein: I was wondering if you could comment a little bit more on the Battery side in terms of your share trends and in particular, by channel, if there are different trends by channel? And then given some of your concerns on the consumer, do you think that the industry is going to get -- start getting a bit more promotional as the year goes? And how do you plan on combating that? Mark LaVigne: Sure, Robert. I think on the share side, let me -- I want to speak at a macro level and not get into individual retail share or even channel share. But what I would say is we grew share globally. We grew share in the U.S. So our share position continues to be strong. In terms of what I would expect from a category standpoint, I do think when you're dealing with cautious consumers, there is a tendency to have slightly more promotion. I think you're seeing that play out in the category. I think the frequency is increasing, but the depth is staying about the same. So you're going to see slightly more promotions than what maybe you would typically see. But all that is for us is the sign of investing to stay consumers connected with the category. As long as we can do that in a way that still drives the gross margin improvement, that's really the calibrating factor here. I think it's a wise investment in this environment to promote a little bit to stay connected to those consumers and still continue to engage with them in a way that creates long-term benefits to your business. And we're doing it in a way that still allows us to improve gross margin in the way we've talked about throughout the year. Operator: Your next question comes from the line of Andrea Teixeira, JPMorgan. Andrea Teixeira: I was just hoping to see the 480 basis points that you had as a help for the quarter. It has obviously other quarters in from the tariff refund. How much it was in this quarter or the second quarter fiscal, just to think about like how the normalized gross margin would be? And then related to that also, I know commodities, even though you have some important commodities, but they don't represent a lot. But just thinking how we should be thinking -- I think transportation is part of your COGS, but you have a quite valuable cargo like for the weight of it. So just thinking how to think in your outlook, how we incorporate it and if you can pinpoint the amount that you're incorporating for the headwind in commodities and transportation. And then as I'm sure you know, all the other HPC names kind of called out some impact already in the outlook. I know it might be more kind of like a fiscal '27 conversation, but then if you can give us like a little bit of a normalized margin going forward, that would be great. And then on the Battery side, the category, as you said, like it's improving over the last few quarters. Just thinking of how like Amazon sales have been trending and private label, as it sounds like consumers may be a bit more cautious, but by the same token, you had a very good job kind of creating that premiumization factor, the new packaging. So how to think about like your value share against private label and how they would pass through these cost pressures as you hear what you see in the trade? Mark LaVigne: All right. Andrea, you win for squeezing in the most topics [indiscernible] questions. Let me -- let's get started, and I'm sure we're going to have to double back on some of that. But let me start with a little bit on '27. Like it's just too early for us to call anything related to fiscal '27, as you can appreciate. Things are changing in a relatively rapid way. We're going to approach it -- but take a step back, we are seeing what's happening in terms of any volatility related to our business. We're going to approach it the way we have the last 3 years, which is part of why we included those slides in the deck we did today. We're going to work to offset any inflationary pressures that we're feeling with cost initiatives. We're going to leverage the flexibility that we've built into our network over the last 3 years. And then obviously, we'll take a look at pricing as it might become required because of those. Too early to call '27. I think for purposes of '26, we're largely locked. And so any of the margins that we're talking about today have largely reflected any input cost variation that we've experienced over the course of this year. In terms of the Battery category question in terms of private label, private label, again, I think as would be expected in this environment is gaining a little bit of share. It is isolated at fewer retailers. It's not broad-based. Our portfolio gives us an advantage, and we certainly are having a lot of success leveraging our value brands so that we can meet consumers where they are, including Rayovac and Eveready. And we've had some nice distribution wins over the last couple of quarters where we are successfully leveraging the value brands in lieu of private label with certain retailers to be able to capture that demand. And I think we're having great success. And I think the categories where we are doing that with our retailers are benefiting from that. And as a result, we're going to continue to lean in. Private label will always have a role in the category. It's something that we don't take lightly, and we make sure that we invest to keep consumers invested with brands. John Drabik: Let me shoehorn a couple of answers into that, Mark. So going back to the tariffs and kind of what a normal run rate is. Andrea, we continue to incur tariffs at roughly a consistent rate with how we entered the year. So that's something like $15 million a quarter based on what we know right now or $60 million on a yearly basis. Obviously, a lot of moving ins and outs through the first 3 quarters this year. I think what we would point to is fourth quarter should be relatively clean. It should be kind of that $15 million tariff hit with no offsets from any sort of receivables, any of those credits. So as we kind of get to the end of the year, we think it's much more normalized, and we're looking at a gross margin rate kind of in the low 40s at that point. So we think we've been able to, at least for this year, feel really good about getting a lot of those inefficiencies out, kind of normalizing the tariffs, pulling the levers that we can and getting back to a nice gross margin run rate at the end of the year. Andrea Teixeira: Yes. No, I just like -- just specifically the $48 million that you have as a credit, how much it was the second quarter itself of the $48 million? Mark LaVigne: Yes. So we actually booked a receivable for $65 million. We're getting about 75% of that coming into the P&L in the second quarter, which is that $48 million or so. And then the rest of it will flush through most likely. We've written down inventory, and that will flush through the P&L in Q3. Operator: And your next question comes from the line of Brian McNamara of Canaccord. Brian McNamara: I think we touched a little bit on part of the question I wanted to ask here. But more broadly, I think you guys are the first company, at least that I cover that has received tariff refunds. So would you expect some of the tariff-related pricing you've taken to be subsequently clawed back given this dynamic? Mark LaVigne: So let me clarify there, Brian. We have not gotten any refunds yet. We're booking a receivable. It's a long-term receivable. So our view is that our portfolio of IEEPA tariffs was relatively clean. You had the Supreme Court ruling based on everything that we understand around the process, we feel like we are in good shape to go get this money back. So realizability is not in question. It's really just a matter of process and timing. So we are booking the receivable. We're not changing our cash flow outlook for the year. Again, it's a longer-term receivable. So we would expect to get that sometime out into the future, the actual cash back. And Brian, I mean, we'll constantly have pricing discussions with our retailers. But just to level set, when you go back to last year, the vast majority of the pricing we took last year were -- it was before the IEEPA tariffs were put in place. And so we didn't then double back and take additional rounds of pricing as IEEPA came into place. So there wasn't a pricing justification based on IEEPA as we went through the pricing discussions. John Drabik: I would point that you would see that in our gross margins that we generated in Q4, Q1 this year and would have been in Q2 that those IEEPA tariffs really were not offset by pricing. Brian McNamara: Okay. Great. And then secondly, on Consumer Health, can you opine kind of what you've observed from higher tax refunds, obviously, in the season and then any notable detriment from higher gas prices? Were they a net positive, neutral or negative as you see it? Mark LaVigne: I would say the consumer tends to just continue to be in a cautious posture. I think that maybe the increased tax refund that consumers are seeing is bolstering them a little bit. A lot of that is likely the way at the price of fuel that they're having to pay today. So I don't think that the consumer has moved in a meaningful direction because of tax refunds or necessarily because of the price of gas. I think they've offset each other. But I still think the longer the consumer continues to be in that cautious posture, the more likely it is they're going to start to engage in different behaviors or change their spending habits. And so it's a duration issue as well for the consumer. So they're hanging in there. They're resilient. They're still spending money, but they are willing to change behaviors and they're seeking value in order to get what they need. And that's what I mentioned earlier, which is they'll switch channels, retailers, brands, pack sizes in order to meet the needs that they have. Operator: And your next question comes from the line of William of Bank of America. William Reuter: I just have 2. The first one, the guidance, does that now include not only the $48 million credit that you got in the second quarter, but also the remaining, I guess, it would be $24 million that you expect will hit the P&L for the remainder of the year of that receivable? Mark LaVigne: It does include the entire amount. It should be like $16 million or $17 million. It would be a $65 million total. William Reuter: Okay. $65 million is total, not $72 million. I must have just heard that incorrectly. Mark LaVigne: Yes, 65%. William Reuter: Got it. And then have you -- just my follow-up to that, have you -- you mentioned that you guys have an understanding of the process. I have no clue if there's any dialogue that goes back and forth between those that have filed their refund requests and the governmental entities that will be paying those. Do they provide any color on when you actually may receive funds? Mark LaVigne: Not at this point. I think right now, there's a process that's opened up. There's a tool that they've implemented in order for people to submit their refunds. They're in Phase 1. We would be in Phase 2 of that refund process. As John mentioned earlier, our refund analysis is pretty clean. So we wouldn't expect a lot of back and forth. But as soon as the portal opens for us to submit, we'll submit and we'll start the process. I'm happy to have any dialogue along the way to clarify. And then in terms of when the refunds actually get processed and issued, I still think that's an open question, which is why we've kind of had the position of the right to recover is not in question, but the process and the timing is a little open, and we're going to continue to work that process and see if we can receive the funds as soon as possible. Operator: [Operator Instructions] And there are no further questions at this time. I will now turn the call back over to Mark LaVigne. Mark LaVigne: Thank you all for joining us today. I hope you all have a great rest of the day. Operator: Ladies and gentlemen, this concludes today's call. Thank you, everyone, for joining. You may now disconnect.
Operator: Greetings, and welcome to the Black Rifle Coffee Company First Quarter 2026 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Matthew McGinley, Vice President of Investor Relations. Thank you. You may begin. Matthew McGinley: Good morning, everyone, and thank you for joining Black Rifle Coffee Company's First Quarter 2026 Financial Results Conference Call. We released our results yesterday, and the press release and related materials are available on our Investor Relations website at ir.blackriflecoffee.com. Before we begin, I would like to remind you of the company's safe harbor statement regarding forward-looking statements. During today's call, management may make forward-looking statements, including guidance and the underlying assumptions. These statements are based on expectations that involve risks and uncertainties, which could cause actual results to differ materially. For a further discussion of these risks, please refer to our previous filings with the SEC. Additionally, this call will include non-GAAP financial measures such as adjusted EBITDA. Whenever we refer to EBITDA, we mean adjusted EBITDA, unless otherwise noted. Reconciliation of non-GAAP measures to the most directly comparable GAAP measures are included in our earnings release, which was furnished to the SEC and is available on our Investor Relations website. Now please refer to the presentation on our Investor Relations website and turn to Slide 4. I would now like to turn the call over to Chris Mondzelewski, CEO of Black Rifle Coffee Company. Monz? Chris Mondzelewski: Thanks, Matt. Good morning, everyone. Joining me today are Evan Hafer, our Executive Chairman; Matt Amigh, our Chief Financial Officer; and Matt McGinley, our Head of Investor Relations. 2026 is off to a strong start with first quarter performance reflecting meaningful progress against our core growth priorities. In coffee, we are seeing the benefits of disciplined execution come through clearly in our results. Distribution gains across key retail partners are translating into higher volume, better shelf productivity and improved SKU level performance. Importantly, this is not just about expanding doors. It is about expanding our shelf presence and making the space we earn more productive, which improves retailer velocity and supports stronger growth and profitability for both our partners and Black Rifle. We remain focused on disciplined resource allocation, prioritizing the channels, customers and products where we see the highest return. Operationally, the business is becoming more efficient. Productivity initiatives and process discipline are contributing to improved margins and more effective conversion of revenue into earnings. While the external environment remains dynamic, we are operating with greater control and visibility, maintaining a clear focus on translating commercial progress into improved business results. Overall, first quarter performance reinforces our confidence in the business and our ability to deliver profitable growth through 2026. Moving to Slide 6. In packaged coffee, first quarter growth reflected broad-based strength across customers and formats, including strong dollar and unit performance at mass merchants, sales that nearly doubled in grocery and pack size innovation that supported new bagged coffee distribution in the dollar channel. According to Nielsen, Black Rifle Coffee grew 34.6% in the quarter or more than 2.5x the category growth rate, driving meaningful share gains. Bagged coffee dollar share increased 55 basis points to 3.3% and pods increased 45 basis points to 2.2% at the end of the quarter. Importantly, these gains were supported by continued improvements in shelf productivity. In grocery, bagged coffee unit velocity increased despite higher pricing and expanded shelf presence, underscoring strong consumer demand and our competitive position at retail. Turn to Slide 7, please. Execution against our land and expand strategy continues to translate into gains in retail breadth and shelf presence. In the first quarter, we expanded distribution by approximately 7 points of ACV year-over-year, reflecting continued success in adding new retail doors and broadening our in-store visibility. At the same time, we are increasing our presence within these doors. The average grocer is now carrying nearly two more Black Rifle items than a year ago as we continue to build on initial placements and expand shelf sets. Taken together, these results demonstrate that both elements of the strategy are working. We are adding new points of distribution while also deepening our assortment across existing accounts. These gains are strengthening relationships with new and existing retailers while reinforcing our ability to earn additional shelf space over time. Slide 8. Across the broader category, much of the dollar growth remains price driven, particularly among legacy brands. Our performance continues to be driven by both unit gains and pricing. We remain among the strongest performers in unit growth, reflecting continued consumer demand at the shelf. In a category where much of the reported growth is price led, that performance is translating into share gains and stronger shelf productivity. That matters to retailers because they understand that healthy category growth comes from increasing consumer demand on a unit basis, not from pricing alone. Packaged coffee remains a core driver of the business, and these trends reinforce the quality and sustainability of our growth in the category. Turning to Slide 9. Our direct-to-consumer business continues to show improvement, delivering its second consecutive quarter of year-over-year growth as our channel strategy evolves. Marketplaces are playing a larger role in scaling the model. These platforms expand our reach by meeting customers where they already shop and provide a low friction entry point for customer acquisition. Importantly, they add incremental consumer reach and demand while complementing rather than replacing our retail presence and owned channels. At the same time, blackriflecoffee.com serves a distinct strategic role. It remains the core platform for subscriptions and our most loyal customers, supporting deeper engagement, exclusive offerings and stronger pricing discipline. We are seeing early traction from this refined approach. Marketplaces are driving customer acquisition and top-of-funnel growth, while our owned channel is focused on retention, repeat purchases and long-term customer value. As a result, direct-to-consumer is contributing more consistently, reflecting clearer roles for the marketplaces and blackriflecoffee.com within the broader business. Slide 10. In ready-to-drink coffee, category trends remained challenging in the first quarter with convenience channel softness weighing in on both our performance and the broader category. Despite that, we expanded distribution with ACV up nearly 8 points year-over-year, reflecting continued success in adding new doors and broadening our presence across retail. We are concentrating on the areas we can control. We are prioritizing channels and partners where we are seeing stronger demand while continuing to deepen our presence in grocery, mass merchants and other retail environments that support more consistent takeaway. At the same time, we are using product and innovation as a disciplined growth lever, ensuring new items and platforms are aligned with the channels and occasions where they can perform most effectively. This approach supports a more focused RTD strategy, prioritizing retail environments where takeaway is most consistent and the economics are most compelling. Slide 11. In energy, we continue to move from our initial launch to a more deliberate phase of expansion, reaching 21% ACV across more than 22,000 doors in the first quarter. Our focus this year in energy remains on selectively expanding in markets and channels where we are seeing early traction. This approach allows us to concentrate investment behind the strongest opportunities while scaling energy at a measured pace. Before I turn it over to Matt, I want to briefly highlight how we're continuing to support the communities at the core of our mission. During the first quarter, we remained active across a range of initiatives that brought together partners, veterans, military families and local communities through events, direct support and collaborations. We partnered with Operation Homefront and the Dallas Cowboys to host a baby shower for new and expecting military families. We also partnered with Team Red, White & Blue in support of a nationwide effort to honor those who served in the global war on terror, while raising funds to support veteran health and wellness. We worked with Beyond the Call to launch a limited time roast honoring the legacy of World War II veterans and helping fund efforts to preserve their stories. Across these efforts, we continue to support members of our community, serving in the Middle East and around the world, helping ensure they and their families have the resources, connection and recognition they deserve. That same commitment will carry forward as we move through the year, including through initiatives tied to America's 250th anniversary that celebrate service and expand our support for veterans and their families. Supporting this community is not a stand-alone initiative for us. It is core to who we are and how we operate. Matthew Amigh: Thank you, Monz. I'll begin my remarks on Slide 13. In the first quarter, net revenue increased 21% year-over-year, driven primarily by both wholesale and direct-to-consumer. Wholesale revenue increased 31.5% year-over-year, reflecting distribution gains, pricing and continued contribution from Black Rifle Energy. Performance was broad-based across key customers with sales to mass merchants increasing more than 20% and grocery sales more than doubling. We also benefited from pack size innovation, which supported new placements in the dollar channel. Direct-to-consumer revenue increased 7% in the first quarter, driven primarily by increased sales through third-party marketplaces. Actions taken over the past year to stabilize the business are now translating into more consistent performance and a return to growth. As a result, direct-to-consumer is contributing more consistently to consolidated growth and is positioned to support sustained growth. Turning to Slide 14. First quarter gross margin was 33%, down 305 basis points year-over-year, reflecting the impact of nonrecurring items and elevated coffee costs. Importantly, we continue to make progress on controllable levers, including improvements in trade efficiency and supply chain, which helped mitigate these pressures. Elevated green coffee costs and carryover impact of 2025 tariffs embedded in inventory continue to weigh on gross margin. However, pricing actions implemented in 2025 largely offset these impacts with the net effect of inflation and tariffs limited to approximately 20 basis points in the quarter. Gross margin was also impacted by nonrecurring items, including roughly 100 basis points of costs associated with onboarding a new direct-to-consumer fulfillment provider and approximately 210 basis points from a onetime noncash write-down tied to coffee extract resulting from a formulation change. This extract impact was not added back to adjusted EBITDA. These items were mitigated in part by underlying operational improvements, including approximately 50 basis points of benefit from supply chain initiatives and mix. Looking ahead, we have substantially locked our green coffee requirements for 2026, providing improved cost visibility. While commodity costs remain elevated in the near term, we expect gross margins to stabilize relative to 2025 levels, supported by pricing, productivity initiatives and favorable mix. This stabilization sets a stage for margin recovery over time. We remain confident in our ability to achieve our long-term gross margin target of 40%, driven primarily by structural improvements within our control, including mix and efficiency in both trade spend and supply chain. While recent movement in the coffee forward curve is constructive, our path to the target does not rely on incremental pricing actions. Moving down the P&L to Slide 15. Operating expense improvements were driven by efficiency gains from last year's operational improvement plan, improved marketing efficiency and lower spend across consulting, software and legal. These actions reflect a more targeted allocation of resources towards key growth drivers, enabling greater operating leverage while supporting the business as it scales. Total operating expenses declined over 8% year-over-year, driven by a 10% reduction in marketing expense and a 14% decline in general and administrative expense. Despite the year-over-year decline in gross margin rate, revenue growth drove higher gross profit dollars. Combined with operating expense reductions, this resulted in more than an eightfold increase in adjusted EBITDA and a 570 basis point expansion in adjusted EBITDA margin with adjusted EBITDA increasing from under $1 million to over $7 million year-over-year. This performance highlights the operating leverage embedded in the model as revenue growth translates more efficiently into earnings against a more disciplined and structurally improved cost base. Turning to the balance sheet. We ended the quarter in a strong financial position with $39 million of debt outstanding or approximately 1x net debt to trailing 12-month adjusted EBITDA and about 1x based on our 2026 guidance. At quarter end, we had more than $52 million of total liquidity, including cash on hand and available capacity under our credit facility, providing ample flexibility to support the business. Free cash flow improved by approximately $11 million year-over-year, with $6 million generated in the first quarter of 2026 compared to a use of over $5 million in the prior year period, driven by improved operating profitability and more efficient working capital management. As previously disclosed, we received notice from the New York Stock Exchange in February regarding the minimum price requirement. Our shares are currently trading above $1, and we would regain compliance if at the end of the applicable measurement period, both our closing share price and the average closing share price over the prior 30 trading days are at least $1. As we work through the standard cure period, we remain focused on executing our 2026 plan, improving the fundamentals of the business and driving long-term shareholder value. Moving to the outlook on Slide 17. For 2026, we are increasing our revenue outlook to at least 8% growth or approximately $430 million. We're also increasing our adjusted EBITDA guidance to at least 35% growth or approximately $29 million, up from our prior outlook of at least 30% growth. This updated outlook is supported by current visibility into demand, pricing actions already in market and secure distribution gains. Consistent with our approach from last quarter, our guidance reflects a level of performance we believe is supported by visibility we have today. We have strong momentum in the business and no reason based on current trends to believe that changes in the second half. At the same time, we're taking a disciplined approach and not assuming incremental distribution wins, pricing actions or other benefits that have not yet been realized. As we gain additional visibility through the year, we will update the outlook as appropriate. From a cadence standpoint, revenue is expected to build over the course of the year, broadly consistent with the progression we saw in 2025. First quarter performance exceeded our internal expectations, supported in part by normal shipment timing that likely benefited Q1 revenue by a few million dollars. We expect that timing benefit to normalize in the second quarter. As a result, second quarter revenue is expected to be at least 10% year-over-year compared to 21% in the first quarter, reflecting both underlying business momentum and this timing impact. We continue to expect gross margins in the range of 34% to 36% in 2026 compared to 34.6% in 2025. The outlook reflects pricing actions taken in 2025, supply chain productivity and favorable channel and product mix alongside external factors that remain dynamic. Second quarter gross margin is expected to be consistent with the first quarter, reflecting continued pressure from coffee inflation and the more recent impact of higher fuel costs. Gross margin should improve in the back half of the year as higher cost inventory is worked through and productivity and mix benefits continue to build. For the second quarter, we expect adjusted EBITDA of at least $5 million, more than double the prior year period, while absorbing the impact of the first quarter shipment timing benefit and the timing of certain expenses. Adjusted EBITDA is expected to step up further in the second half of the year as revenue builds, gross margin improves and operating leverage increases. While we are not providing formal cash flow guidance, we remain focused on margin expansion and improved working capital efficiency to enhance cash generation. With capital expenditures expected to remain in line with prior year levels, we expect to generate positive cash flow. Looking ahead, the business is benefiting from a more streamlined operating structure, stronger cost discipline and improved earnings conversion. The actions taken in 2025 are flowing through the P&L, supporting more consistent profitability and greater financial flexibility in 2026. We see this most clearly in coffee, where pricing, distribution gains and productivity initiatives are expanding gross profit and improving returns. Our priorities remain focused on operating discipline, cash generation and thoughtful capital allocation. With visibility into demand, pricing and distribution, we are well positioned to improve earnings quality and sustain profitable growth in 2026 and beyond. Operator, we are now ready for the Q&A session. Operator: [Operator Instructions] Our first question comes from the line of Mike Baker with D.A. Davidson. Michael Baker: Congratulations on a good quarter. Beating and raising is nice. I did want to ask -- you gave a little bit of color on the second quarter guide, but I guess I'm trying to square the at least 8% with what you talked about as the progression through the year similar to last year. Last year, the year progressed, I think the second quarter was $5 million above the first quarter, then $5 million more in the third quarter, then $10 million in the fourth quarter. If you do that, you get something like 18% growth, which is way above 8%. Now I guess you just told us that the second quarter will be, I think if I do the math, down about $5 million. But then does the third quarter and fourth quarter progress from there in that $5 million to $10 million growth rate per quarter? Just some more color on how -- just squaring all those different factors that -- yes, how do we sort of reconcile all those? Matthew Amigh: Yes, Mike, that's a great question. Let me hit that one straight on. So as I mentioned in the prepared remarks and also in the last quarter call, we're taking a disciplined approach to guidance. Now our outlook reflects only what we have confirmed at this point. So that's in market pricing and also distribution gains that have been secured. We're not baking anything else in that has not yet been realized. Now we do have real momentum in the business, and we don't want to get too exuberant with that. And based on what we see today, we do expect some of that to carry on through to the second half. However, we're 1 quarter in, and we'll update the outlook as things materialize throughout the year. Now here's a couple of dynamics worth flagging for the shape of the year. On top line, our comps are going to get progressively tougher as we enter the back part of the year as we lap 4 significant tailwinds that all kicked off around mid-2025. Now the first one being pricing. Now remember, we took 2 pricing actions in 2025, one midyear and one came in, in early Q4. The second one would be the 7-point plus ACV gains. Now most of the customer resets are in that midyear timing. So that's going to be -- that's a headwind that's going to cause a tougher comp when we get into the back half. And then finally, our third-party marketplace acceleration initiative kicked in mid last year. So those comps will be tough as well. And then there is one more. Now remember, we did about $5 million in liquidation in the back half of last year, which we do not plan to replicate in 2026. But when you flip to adjusted EBITDA, the Q1 beat of $5 million does flow through to guidance. Now we took adjusted EBITDA from, as you know, at least 30% growth to at least 35% growth. But that was partially offset by a couple of things. Number one, we have about a $1.4 million fuel risk related to the fuel surcharges we see coming through parcel as well as line haul rates and also the $2.3 million onetime write-down of the final installment of extract that hit in Q1. Now if you net all that together, that goes to the roughly $1 million increase in EBITDA that we're raising guidance by. Now hopefully, that clarifies the bridge somewhat, but happy to elaborate. Michael Baker: Yes. Okay. No, I appreciate that. If I could ask one more question unrelated. The SKU count, I think the slide shows about average 5 SKUs per door, if I'm understanding that slide right. But can you tell us about the spread? Like what's the high, what's the low? What's the -- of the possible as you continue to add SKUs per door? Chris Mondzelewski: Hi Mike, this is Chris. Yes. Thanks for that question. So yes, just to reiterate, we've been talking about this pretty consistently. Our land and expand strategy, which we've really been pushing here in the last couple of years as we've been driving this grocery expansion is really playing out well for us, right? And the first aspect of that, of course, is the ACV gains, which we've talked quite a bit about. You see that we continue to pick up on that. We expect to be able to continue to add to our ACV or our overall breadth of reach throughout the country. The third item, I'll come back to what you said here last. The third item is velocity. We feel very good about the fact that our velocity has actually increased as we've been doing this. We don't expect that to happen long term, by the way. We think that velocity will start to level out as you put more and more items on shelf, your per unit velocities will start to level out. But as a premium brand, having our velocity right at the index of the category is a fantastic place to be. And then what you asked about the average items is actually the most important part. So as you saw in the numbers that we shared, we were sitting at only a couple of items on shelf a couple of years ago. And in the last year, we've added 2 additional items on average across all retailers. You're right. The number that we show as our average is just that. There are obviously some retailers that sit right at that 5.5% mark, but most of them are either under or above that. New retailers, when they come on, will tend to come on with 2 to 4 SKUs depending on what their shelf set looks like and what channel they compete in. And from there, we often see an expansion up to 6 to 8. And then to directly answer your question, we have grocery customers who are as high as 13 or 14. I'd like to believe that, that is what ultimately a healthy shelf set for us looks like right now, although as we continue to innovate over time, that number will continue to grow. So as we think about our growth profile and how our model will continue to work, -- it's going to be off of the back of that ACV increase. We still have plenty of room to push that north. And then most importantly, on those average items, while we sit at 5.5 now, there's no reason that we can't be at 12, 13, 14 items on a grocery shelf. Operator: Our next question comes from the line of Sarang Vora with Telsey Advisory Group. Sarang Vora: Great. Congratulations on the quarter as well and positive momentum in second. My question is more on a product level. I know in the prepared remarks, you talked about expansion of a new pack size across dollar stores. It seems like your Walmart business or the mass business is up running double digits. Can you talk from a product standpoint, what's driving this strength? Is it the packed coffee or like some of the newer ones that cold brew or just from a product level standpoint, can you help us unpack the strong results? What's helping the trend? Chris Mondzelewski: Yes, Sarang, it's Chris. Yes, thanks for the question. From an overall standpoint, very much in coffee, right? So bagged and pod coffee continue to have incredible momentum. In fact, if we go to what is still the core of our business, our #1 customer, Walmart, we are looking at share growth in both segments despite having a well-established brand at Walmart. We have 9.4% share now in the bag category, and we are up 30 basis points to a 5.3% share in the pods category. So that illustrates that even with our most established pieces of business, we continue to drive very strong share gains in what is the core of our business. which is the pods and the bags. RTD coffee continues to be a very important part of our business. We have not had as strong a growth. We've been right with the category. The category has been down low single digits. We expect that to recover. We're playing a very important role. We see ourselves as the #3 player in RTD coffee. We see ourselves as playing a key role in turning that category. We had a couple of innovation items this year, our cold brew. We have a few more innovation items that we're working on in the background. You asked about cold brew. Is that playing a key role? Not yet. Very, very early. We're just in the initial shipments of that item as we go into the summer season for cold consumption overall in the category. So we're excited about it. We're excited about the potential. And we continue to feel great about the fact that we have the #3 cold coffee business in America. But again, the pods in the bags based off of the model that I just talked about in Mike's question, the land and expand strategy, driving ACV, driving average items, we believe there's just continued great potential to run that model and generate growth over the next 2 to 3 years. Sarang Vora: That's great. And I had a follow-up on marketing spend. I mean the dollar -- marketing spend dollar continues to be down year-over-year past few quarters. Can you help us understand how we should think about marketing going forward? Matthew Amigh: Yes, Sarang, that's a great question. Yes, so the marketing spend has been down over the last couple of quarters, and it's primarily due to us reallocating more spending upper funnel and taking away some of the lower ROAS bottom funnel activity. Now you're going to see that ramp up considerably as we go into late Q2 and into Q3 and Q4 as we hit America's 250th and a lot of our promotional windows that happened through the summer. So you will see an uptick. And again, year-over-year, we're looking at relatively the same level of spending when it comes to a percentage of sales basis. So we will spend more year-over-year on marketing in total. Chris Mondzelewski: I think it's important to reinforce, Sarang, which we've talked about before, that our marketing is, we believe, a substantial competitive advantage for us as a business. And the reality is it's a very efficient model for us. So we don't have to spend the same kind of percentages as some of our competitors in order to be able to get equal or even better results. Behind the scenes, we obviously track our brand awareness, attributes of our brand, and we feel great about how all of those things are progressing. And the result of that, of course, is ultimately what we see as far as takeaway on the shelf. So dollars only tell a piece of the story for us. It's really impressions and quality impressions that become most important to us being able to build the brand over the long term. Operator: Our next question comes from the line of Daniel Biolsi with Hedgeye. Daniel Biolsi: How did your wholesale growth break down between price and volume in the quarter? Is it similar to the 22% unit to 9% price for the year? Matthew McGinley: Yes. So the -- Dan, the overall, like we had 21% growth in the quarter. We had about 6% of that came from pricing. The vast majority of that growth that we had was unit growth for the quarter. And for the year, the pricing will begin to fade a little bit as we get into the back half. But overall, the unit growth is going to be the dominant driver of our overall top line this year, and that's driven by the things that Monz was talking about. One is the velocity increases we've seen year-over-year. Second is the more doors that we're in. And the third thing is the increase in average items carried. So it's really a volume-driven gain here. It's not -- it's one where pricing has helped, but it's not the primary driver of our upside. Daniel Biolsi: And then did you see any change in the consumer behavior from higher fuel costs? And could you note any difference between like the C-stores or RTDs compared to your packaged coffee sales? Chris Mondzelewski: We're not -- so it's obviously something we're going to be watching. We don't specifically track that traffic. I think we can expect that when fuel costs go up, there always is less store traffic. It's not just C-store. It's also grocery and mass. I think those are potential category dynamics to watch out for. But as of right now, no, we're not seeing that. We're seeing actually pretty consistent unit and price growth across the grocery categories. Units as a category have been declining due to the higher pricing. But just to reinforce, our unit growth has been exceptionally strong despite that. And in the case of C-store, categories that have been growing such as energy continue to grow. The declines in RTD coffee actually are starting to stabilize. They were a bit higher a year ago. We're now seeing them come down into the low single digits. So while that's a watch out, Dan, we're not really seeing anything that would tell us that it's an issue. We're not -- so it's obviously something we're going to be watching. We don't specifically track that traffic. I think we can expect that when fuel costs go up, there always is less store traffic. It's not just C-store. It's also grocery and mass. I think those are potential category dynamics to watch out for. But as of right now, no, we're not seeing that. We're seeing actually pretty consistent unit and price growth across the grocery categories. Units as a category have been declining due to the higher pricing. But just to reinforce, our unit growth has been exceptionally strong despite that. And in the case of C-store, categories that have been growing such as energy continue to grow. The declines in RTD coffee actually are starting to stabilize. They were a bit higher a year ago. We're now seeing them come down into the low single digits. So while that's a watch out, Dan, we're not really seeing anything that would tell us that it's an issue. We're not -- so it's obviously something we're going to be watching. We don't specifically track that traffic. I think we can expect that when fuel costs go up, there always is less store traffic. It's not just C-store. It's also grocery and mass. I think those are potential category dynamics to watch out for. But as of right now, no, we're not seeing that. We're seeing actually pretty consistent unit and price growth across the grocery categories. Units as a category have been declining due to the higher pricing. But just to reinforce, our unit growth has been exceptionally strong despite that. And in the case of C-store, categories that have been growing such as energy continue to grow. The declines in RTD coffee actually are starting to stabilize. They were a bit higher a year ago. We're now seeing them come down into the low single digits. So while that's a watch out, Dan, we're not really seeing anything that would tell us that it's an issue. Matthew McGinley: Yes. We specifically looked at that quite a bit with regard to the convenience channel really beginning in March and through April. And we looked at it extensively, and we just couldn't see any impact yet with higher fuel cost impacting the category or the channel at all. So not that, that couldn't happen, but we just -- we haven't seen those impacts yet. Operator: Ladies and gentlemen, that concludes our question-and-answer session. I'll turn the floor back to management for any final comments. Chris Mondzelewski: Yes. So thank you. As we close, I want to highlight a couple of key points for us. First, fundamentals of our business continue to strengthen. We're delivering growth that is increasingly driven by distribution gains, improved shelf productivity, as I talked about earlier, and then unit velocity. It's not just the pricing. It is a gains that we believe are healthy. They're more durable that are going to carry us over the next 2 to 3 years. That is driven by our operating model then. Those actions that we've been taking over the last couple of years to simplify the business, improve cost discipline, focus our resources are now really starting to translate into results. We are converting revenue into earnings more effectively than we have before, and we are generating positive cash flow. And with all of that, we're maintaining flexibility on the balance sheet, and we're going to continue to do that strategically in the business. Third, we're operating with greater control and visibility. Our 2026 outlook is grounded in confirmed drivers, as Matt talked about. These are not things we're still working against. We actually have built them. We have secured them distribution-wise, pricing-wise, productivity initiatives that we know are within our control. And as we execute, we expect to build on the foundation throughout the year, and we'll continue to obviously update as that happens. So overall, we remain focused on disciplined execution, improving our earnings quality, driving long-term shareholder value. I appreciate everybody's continued support. Look forward to updating you next quarter. Operator: Thank you. This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.
Operator: Hello, and welcome to Bowhead Specialty Q1 2026 Earnings Call. [Operator Instructions] Also, as a reminder, this conference is being recorded. If you have any objections, please disconnect at this time. With that, I would like to turn the call over to Shirley Yap, Head of Investor Relations. Shirley, you may begin. Shek Yap: Thanks, Mariana. Good morning, and welcome to Bowhead's First Quarter 2026 Earnings Conference Call. I'm Shirley Yap, Bowhead's Chief Accounting Officer and Head of Investor Relations. Joining me today are Stephen Sills, our Chief Executive Officer; and Brad Mulcahey, our Chief Financial Officer. And as we have done in previous quarters, we have invited a key member of our management team to our earnings calls to share insights from their area of expertise. Today, we are joined by Brandon Mezick, our Head of Digital, who will walk us through Bowhead's Digital Underwriting initiatives, which cover Baleen Specialty and Bowhead Express. Turning to our performance. Earlier this morning, we released our financial results for the first quarter of 2026. You can find our earnings release in the Investor Relations section of our website. And later this evening, you'll also be able to find our Form 10-Q on our website. I'd like to remind everyone that this call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors should not place undue reliance on any forward-looking statement. These statements are made only as of the date of this call and are based on management's current expectations and beliefs. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. You should review the risks and uncertainties fully described in our SEC filings. We expressly disclaim any duty to update any forward-looking statement, except as required by law. Additionally, we will be referencing certain non-GAAP financial measures on this call. Reconciliations of these non-GAAP financial measures to their respective most directly comparable GAAP measure can be found in the earnings release we issued this morning and in the Investor Relations section of our website. With that, it's my pleasure to turn the call over to Stephen Sills. Stephen Sills: Thank you, Shirley. Good morning, everyone, and thank you for taking the time to join us today. Bowhead delivered a strong start to 2026 with gross written premiums increasing 24% year-over-year to approximately $217 million. Once again, we delivered disciplined premium growth across all divisions, with casualty driving the largest growth complemented by strong execution in Baleen. Starting with Casualty, GWP increased more than 20% to $147 million in the quarter. We continue to grow in areas where terms and pricing were favorable, while contracting in areas where we saw downward pricing pressure due to an overabundance of supply. This quarter, growth in casualty was driven by our excess portfolio. The major contributors included strong rate on our real estate book, new construction projects and an increase in manufacturing and hospitality business. Though we see some downward pressure from admitted carriers, nonrisk-bearing MGAs and broker sidecars, overall, while there are certainly exceptions, we still see the market exercising discipline in limit deployment and coverage expansion. That said, we continue to believe excess casualty remains the most favorable segment in our marketplace today. Turning to professional liability, GWP increased 6% to approximately $28 million in the quarter. Our growth was primarily driven by our Cyber liability Express portfolio, which targets small and midsized accounts through our digital underwriting platform. Partially offsetting this growth was a reduction in our commercial public D&O portfolio, driven by lost renewals to markets who we believe have overaggressive appetites and little to no discipline. In our Healthcare Liability division, GWP increased 28% to more than $30 million in the quarter. Growth was driven by our hospitals, senior care and miscellaneous medical facilities portfolios. While we remain disciplined in expanding the book and reducing average limits deployed, the market remains challenging, particularly in connection with coverage associated with sexual abuse and molestation. Finally, we're pleased to report that Baleen generated over $11 million in premiums during the quarter, an encouraging start to the year that reinforces the confidence we have in our digital underwriting platform. As a reminder, we built Bowhead to deliver sustainable and profitable growth across market cycles, and we do so by delivering our products through two complementary underwriting platforms. The first is our craft underwriting platform, which is our foundation, led by experienced underwriters who specialize in complex, nonstandard, high-severity risks and who deliver tailored solutions for our brokers and insurers. The second is our digital underwriting platform comprised of Baleen and Express, which represents our cutting-edge approach to specialty flow business. As Shirley mentioned, we have Brandon Mezick, our Head of Digital, here with us today. Having launched our digital underwriting platform and is leading the expansion of our digital initiative, I'm pleased to pass the call over to Brandon to walk you through the details. Brandon? Brandon Mezick: Thanks, Stephen. I'll take a few minutes to describe our digital underwriting businesses, Baleen Specialty and Bowhead Express and why we believe they represent a long-term structural advantage for Bowhead. The core thesis is straightforward. Craft underwriting by its nature, is hyper cycle sensitive. As market conditions shift, the risk-adjusted opportunity set in large account E&S narrows. Digital underwriting gives us a durable complementary channel, one that is specifically designed to access the SME E&S market efficiently and we believe more profitably with less volatility. The SME E&S market represents a massive opportunity, one that has historically required more underwriting effort than the returns justified because the right technology wasn't available. Our digital platforms change that equation, bringing technology-enabled efficiencies without sacrificing the underwriting discipline that defines Bowhead. Starting with Baleen, we focus exclusively on the E&S market. We target customers who are not eligible for admitted products, and we work through binding and light brokerage teams at our wholesale partners. Our current product offering is targeted at SME E&S customers in construction and real estate, where we provide primary general liability coverage for hard-to-place risks with minimum premiums below $1,000. The process is nearly fully automated from the moment a submission arrives via e-mail and not a proprietary portal through quote generation and policy delivery, the workflow is straight through. We meet brokers where they are, and that simplicity is a competitive advantage. In the SME E&S market, being first to quote matters enormously, and our brokers often tell us we are the first. In the first quarter, more than 75% of our new business submissions received a response within 15 minutes and 100% of submissions received a response within 1 business day. Those responses are overwhelmingly bindable quotes. Our new business quote ratio was above 75% in the first quarter. And if a customer decides to purchase, we deliver a complete policy in under 5 minutes. The market has long wrestled with a fundamental tension, how to deliver speed without sacrificing underwriting quality. Various approaches have emerged in an attempt to resolve it. Some have leaned on large teams of low-cost labor to process volume. Others have relied on legacy systems that while familiar, were never built for the demands of today's market. Still others have simply asked their people to work harder and faster, substituting effort for infrastructure. Each of these approaches trades something essential away. Baleen was built on a different premise. Our platform combines modern, modular technology with experienced underwriting judgment at every critical decision point. The result is a process that is both disciplined and scalable, rigorous and repeatable, deliberate and fast. What separates Baleen from our competitors is not just the workflow. It's the underwriting rigor embedded within it. Behind the automation is a highly codified set of business rules governing eligibility, pricing and coverage built by experienced underwriters with direct input from our actuarial and claims teams. Third-party data is integrated at the point of submission to validate risk characteristics before any quote is generated and underwriters are engaged where judgment is required, but discretion, particularly on coverage, is intentionally constrained. This isn't a black box. It's a disciplined rules-based framework with experienced people behind it, underpinned by regular performance monitoring led by our actuarial and analytics teams. The results reflect that. In the first quarter, Baleen generated over $11 million in premium, more than 3x the same period last year. New business submissions were up over 140%. New business quotes were up over 110% and new business bus were up over 260%. We're also seeing strong repeat engagement from broker partners, which tells us this is about consistency and ease of doing business, not just speed. Looking ahead, we see two clear avenues for continued growth. The first is broker expansion, both deepening relationships with our existing wholesale partners who have significant volumes of the business we want and extending into digitally native programmatic platforms where very few markets with our appetite and product set currently exist. Those platforms experience real leakage when risks fall outside the standard appetite, and we are well positioned to fill that gap. The second is product development, guided by our wholesale partners who actively bring us opportunities. We have a disciplined internal process to evaluate each opportunity on its merits and a team that can move from concept to launch quickly. Last week, we launched a supported access offering for construction risks that is nearly frictionless for our wholesale partners. Both paths, broker expansion and product development expand our addressable market without requiring us to compromise on limits, coverage or what's made Baleen work. Turning now to BOHA! Express. This is a distinct model from Baleen, but relies on the same underlying technology. Bowhead Express is being built to serve smaller versions of the risks our craft business already underwrites. Express is generally low touch. Nearly every risk is reviewed by an underwriter, but that review is structured to take less than 15 minutes per risk. We aggregate internal and third-party data upfront, so an underwriter sees everything they need at the outset. There are no additional data requests and practically no back and forth with our broker partners. This frees our underwriters from repetitive, low-value work and allows them to focus their judgment where it matters most. The result is significant operating leverage. A key objective with Express is radical simplification, streamlining our process to the point where we can introduce no-touch capabilities while maintaining underwriting integrity. Our offering in Cyber Express is a good example, where we've evolved into a no-touch model for the smallest, simplest risks. The products offered through Express use the same core policy framework as Craft, the same forms and the same endorsement philosophy, but with much less customization. That means we're not introducing new underwriting exposure. We're simply applying a more efficient delivery model to a segment that was previously uneconomic for us to serve while driving more submissions to Craft as we deepen our relevance with brokers. In the first quarter, Express generated over $3 million in premium with a quote ratio of approximately 65%. The growth opportunity ahead for Express follows a similar pattern to Baleen. On the broker side, our existing wholesale partners have significant volumes of the business Express is designed to serve. To earn more of that flow, we are focused on being visible and delivering a great experience. On the product side, our road map is informed by two sources: our wholesale partners who actively tell us what they want us to build and our own craft underwriters who surface risks that Express could solve for. We have a disciplined process to evaluate each opportunity and a team that can move quickly. Later this month, we expect to be launching a primary casualty offering for middle market construction risks, which is a segment where we've received considerable submission flow but have been unable to serve economically until Express. Each new product and each expanded appetite expands our addressable market, and we are well supplied with opportunities to pursue. Stepping back, I want to offer a clear framework for how we think about digital underwriting within Bowhead. First, growth. Digital underwriting represents just under 7% of total Bowhead GWP in the first quarter, and we expect that contribution to grow as both of our Baleen and Express platforms scale throughout the year, driven by strong broker engagement and a product pipeline that continues to expand our addressable market. Second, economics. Our digital underwriting businesses are structurally designed for attractive unit economics, shorter limit profiles and smaller average risks mean lower expected severity. And because technology replaces manual steps, the expense ratio for digital should be lower than Craft as these platforms scale. Third, discipline. Digital underwriting at scale only works if the underwriting works. We believe our approach, codified rules designed by experienced underwriters, data enhancement and validation and actuarial oversight is the right framework. We monitor performance daily and early results are consistent with our long-term expectations. And finally, differentiation. We built and launched both businesses in a matter of months with strong alignment across the organization. Our technology is modular and not legacy bound. That combination, the speed of execution, underwriting expertise and operational flexibility is difficult to replicate, particularly in large or more complex organizations. We're still early, but the first quarter results give us real confidence in both the model and the opportunity ahead. With that, I'll turn the call over to Brad to discuss our financial results. Brad Mulcahey: Thanks, Brandon. Bowhead generated adjusted net income of $16 million in the first quarter of 2026, up approximately 40% year-over-year. Diluted adjusted earnings per share was $0.48 for the quarter and adjusted return on average equity was 14.1%. Our strong results were driven by top and bottom line growth. Gross written premiums increased 24% to approximately $217 million for the quarter. As Stephen mentioned, we achieved growth in each of our divisions with casualty continuing to be the largest driver and Baleen generating $11.4 million of premiums during the quarter. Our loss ratio for the quarter was 66.9%, unchanged from the same period in 2025. Our current accident year loss ratio was flat as the impact of the loss picks we made in the fourth quarter of 2025 were offset by changes in our business mix. As I've mentioned in past earnings calls, the continuation of approximately $600,000 of prior accident year reserves is simply due to IBNR booked on additional premiums that were billed and fully earned in the current quarter, but relating to policies from prior accident years. This is not based on actual losses settling for more than reserved and does not represent an increase in estimated reserves on unresolved claims. We are simply putting IBNR into the appropriate accident year regardless of when the premiums are billed and earned. As a reminder, since we're writing long-tail lines and have relatively short history of losses, when setting our loss reserves, we're heavily reliant on industry observed loss information over our own internal data. This reliance is evident in our high ratio of IBNR as a percentage of total reserves, which was 91% at the end of the quarter. Our expense ratio for the quarter was 28.4%, a decrease of 2 points compared to 30.4% year-over-year. The reduction was primarily driven by a 2.9 point decrease in our operating expense ratio, which is partially offset by a 1.2 point increase in our net acquisition ratio. The decrease in our operating expense ratio was due to the continued scaling of our business as well as the prudent management of our expenses, including new estimates of deferrable costs. The increase in our net acquisition ratio was driven by the increase in broker commissions due to mix changes in our portfolio, especially as more premiums are sourced from wholesalers and the ceding fee we pay to American Family. These increases were partially offset by an increase in earned ceding commissions from our outward reinsurance treaties. Overall, the effect of our loss ratio and expense ratio contributed to a combined ratio of 95.3% for the quarter. Turning to our investment portfolio, pre-tax net investment income increased approximately 44% year-over-year to $18 million for the quarter, primarily due to a larger investment portfolio resulting from increased free cash flow and our $150 million debt raise in late 2025. The investment portfolio had a book yield of 4.6% and a new money rate of 4.7% at the end of the quarter. The average credit quality of the investment portfolio was AA- at the end of the quarter, and the average duration increased from 3 years at the end of 2025 to 3.2 years at the end of the quarter. As we mentioned during last quarter's earnings call, we expect to extend our duration slightly over the course of the year from 3 to 4 years to closer match the duration of our investments to the duration of our liabilities. Our effective tax rate for the quarter was 22.2%. As a note, our effective tax rate may vary due to items such as state taxes, stock-based compensation and nondeductible excess officer compensation. Total equity at the end of the quarter was $459 million. This resulted in a diluted book value per share of $13.80 at the end of the quarter. I also wanted to provide an update on our May 1 ceded reinsurance renewals, which apply to all of our departments, except for our cyber liability products. Overall, we increased our quota share treaty from 26% in 2025 to 33.5%, while increasing our ceding commissions. We also had a decrease in our excess of loss treaty from 65% in 2025 to 57.5%. Our renewals continue to be placed with reinsurers with an AM Best financial strength rating of A or better. Finally, we expanded our agreement with American Family to support the around 20% GWP growth we're expecting this year. This update raises the $1 billion annual premium cap, which we are projected to exceed this year if we grow around 20%. For more details, please refer to the Form 8-K we filed earlier today. With that, we'll turn the call over for questions. Operator: Thankyou. [Operator Instructions] Our first question comes from Rowland Mayor at RBC Capital Markets. Rowland Mayor: I wanted to quickly ask Brandon, the stats you cited on Baleen imply a pretty sharp increase in the bind rate year-over-year. Could you maybe elaborate on that change and how Baleen has iterated? Brandon Mezick: Sure. I think the major contributors to our buying rate include just simply the time we've spent in market. We are more well known to the brokers that we are working with. The process is more familiar. We're giving them a great experience. We've also invested a lot in distribution. We have a great head of distribution in Baleen that has us way more active and visible in the marketplace. And I think those two relevance and being top of mind are the biggest contributors for the buying rate increase year-over-year. Rowland Mayor: Okay. Perfect. And then I was wondering if we could go through the growth in the underwriting expenses and how we should think about it for the full year. It looks like in the first quarter, they were up about 8%. And should the remainder of 2026 be higher than that? Or is there any major investment down the road that we need to have? Brad Mulcahey: Rowland, this is Brad. Just to be clear, are you talking in overall Bowhead or just in Baleen? Rowland Mayor: Overall Bowhead, I think it was up 7.8% year-over-year on the other underwriting expenses. Brad Mulcahey: Yes. A couple of things going on there. Obviously, I think don't pay too much attention to one individual quarter. It's more the trend, but we are seeing the trend increase in our underwriting expenses. We've got investments, obviously, still hiring people. We -- on the acquisition side, we've got ceding expenses kind of, I think, offsetting some of that, some of our ceding commission coming from reinsurers. We are getting continued commission increases though from the book as we pivot to more of a wholesale source book, so kind of going the opposite direction there. And then obviously, the American Family ceding fee going up as we've talked about in the past. So I don't think there's anything in particular on the underwriting expenses, though to call out necessarily. Operator: Our next question comes from Meyer Shields at Keefe, Bruyette & Woods. Meyer Shields: Am I coming through? Brad Mulcahey: We can hear you. Meyer Shields: Sorry. Brad, you mentioned a reevaluation of deferrable costs. Was that an offset to operating expenses? Or is this just like a newer run rate going forward? Brad Mulcahey: Thanks for the question, Meyer. On the overall expense ratio, we mentioned we updated an estimate on some of our deferrable internal costs that relate to acquisitions or acquisition costs. So that's a sort of, I would call it, a favorable timing item in Q1 that's going to normalize eventually in future quarters. So I think that's maybe the one item in Q1 I would highlight. But again, like I said, the expense ratio trend, we're comfortable with being under 30%. I don't want to read too much into one quarter. Obviously, it can be volatile. Meyer Shields: Okay. That's helpful. And when we look at the changes that you went through on the 5/1 renewals, is the bottom line impact of that higher or lower net to gross written premium? Brad Mulcahey: Yes, the headline on that is it's basically neutral to net income. There will be some puts and takes, obviously, as we see more premium, net earned premium will go down. But obviously, our losses will go down and our ceding commission should come up. There will also be maybe a little bit of pressure on investment income as we pay more to our reinsurers upfront. But otherwise, I think overall, it should be pretty much neutral to the bottom line. Operator: Our next question comes from Cave Montazeri at Deutsche Bank. Cave Montazeri: First question is on the health care liability, which is a line we don't really talk about or spend much time on. There was some pretty strong growth this quarter. So -- could you maybe tell us, I guess, where are we in the underwriting cycle for health care liability? And if you can unpack some of the growth drivers in the sector and how we should think about growth going forward this year? Stephen Sills: Sure. I think it's a marketplace in flux. There's -- the last several years have experienced an increase in sexual abuse and molestation claims. And part of that was driven by the creation of these reviver statutes that suddenly brought claims to light that then got reported. I think the marketplace is bifurcating some in that some people are just saying, well, it's behind us, and they're prepared to give full coverage for that. We think it's very situational in terms of attachment points and retentions. So I think overall, we're going to continue to see growth in that space driven mostly by hospitals themselves. I think senior care also, some areas though, are still -- this goes back to different pockets again, that there are some areas where people just get really aggressive. And so it's difficult to say. I don't know how satisfying that answer was because it really goes on a risk-by-risk basis. People -- sometimes they get confronted, we believe, with having to make budgets for the month of the quarter and suddenly get a lot more aggressive. But we think our positioning, our reputation where we -- where people like capping us on their business, I think, holds us in good stead for increasing that -- our volume in that space. Cave Montazeri: Okay. And then my follow-up is on cyber. I'm just wondering how you protect yourself against tail risk as we see like new AI technologies like Anthropic because -- just wondering how you're thinking about the risk that some of those new technology could bring into the world of cyber insurance if, I guess, if cyber attacks become more frequent or more destructive. Stephen Sills: Sure. We obviously think about it a lot. It is a concern on one level. But on the other hand, the type of business we're going after and the way we underwrite the business, we think, makes a big difference. Keep in mind that our large Fortune 500 type cyber risk is business that we have become less and less competitive on. And we've definitely lost ground in that space. We have picked up ground in the space that Brandon was talking about in the express area. And there, once again, the underwriting is key. that we believe things like having a multifactor authentication makes a big difference, making that an important screen of what it is we're looking at, whether they're -- whether they operate in the cloud or not. Those are -- so I think our underwriting, I think, will provide a lot of protection for us. And also, I think there's -- the general conversation goes that the -- all these new cyber hacking tools are only available to the bad guys, but the good guys have them also. And so I'm sure there's going to be a battle going forward as fast as people evolve to try and hack systems, the good guys are finding ways to close systems. So for the time being, we're very comfortable with what we see, the way we do it. in the type of business we're writing. Operator: Our next question comes from Pablo Singzon at JPMorgan. Pablo Singzon: Can you hear me? Stephen Sills: Yes. Pablo Singzon: All right. Perfect. One first question for Brad. I just wanted to follow up on the deferable cost, right? Were these costs that you previously reported as OpEx will now amortize way back over time? And if yes, are you able to size how much the impact was in the first quarter? Brad Mulcahey: Yes and yes. Yes. So they will amortize into the acquisition costs. And when we submit the Q later today, you'll see the full disclosure on how much that is. Happy to point that out to you later if you want. Pablo Singzon: And then second one for Brandon. So some insurers and brokers have said they're seeing more small case E&S moving back to admitted on the margin. It probably doesn't matter as much to you just given your growth rate of where you are. But I wonder, as you're looking out to the broader market, small case market, if you're seeing any of that trend? Brandon Mezick: We are -- especially as the property market continues to experience declines, we see admitteds playing more in the -- what is traditionally E&S segment. We're comfortable with the experience we're delivering to brokers. We're comfortable with the relationships we have with them. And we don't expect the emergence or reemergence of admitted markets to have any effect on the growth rate for digital. Stephen Sills: And as a reminder, we do not write property insurance. Operator: Our next question comes from Daniel Lee at Morgan Stanley. Daniel Lee: My first one is just on the expense ratio. I know you guys are scaling and longer term, maybe I just wanted to think -- what's a good way to think about the expense ratio for -- as you guys continue to grow the business and maintain momentum with your tech investments and with Express. Is lower teams operating expense ratio possible in the long term for Bowhead? Brad Mulcahey: Hey Dan, this is Brad. Thanks for the question. Yes, I think -- you're right. Look at it longer term, like I said, there can be volatility each quarter for the expense ratio. Below 30s in total is where we are comfortable at. Not really -- we haven't really talked about the split between acquisition and operating. But I think if you're below 30s for the remaining quarters of this year, I think that's probably pretty good. Daniel Lee: My second question is also on the Casualty segment. I know construction projects has been a driver in the past, but with the market kind of softening now, how should we think about the business opportunities going forward for construction? Or how should we think about construction in 2026? Stephen Sills: Sure. We're still seeing opportunities in that space. It's still an important driver of ours. Obviously, we can't predict what's going to be in the news, whether that starts to slow down construction projects or if interest rates were to spike. But at the current time, we're seeing a steady as she goes in the construction opportunities for our book. Operator: Our next question comes from Paul Newsome at Piper Sandler. Jon Paul Newsome: A couple of broad questions. One is we focus a lot on pricing. I wanted to ask if you're seeing any changes in terms and conditions. I tend to think of that as a pretty important determinant of rational or irrational behavior in the market. Anything out there of notable with terms and conditions in the businesses that you're running? Stephen Sills: I would say it's mostly in the pricing world that we're seeing changes like particularly in publicly traded D&O, we're seeing people doing risks at rate per million that we think are not wise. And that's caused a decrease in that business for us. We're -- I mentioned earlier about the SAM coverage, sexual abuse and moestation with health care. Different markets are somewhat sporadic on that in terms of when they give it and how they give it. But I would say the biggest driver to the extent that there's a driver of the market going south would be price. People maybe having good few years and thinking that they can still drive things lower. We don't see that in the casualty space. We're seeing -- still, we're seeing rate increases in that space. But we have not seen that much, I would say, in the broadening of coverage area. There's -- we've still seen a good market for our Baleen product that Brandon talked about that offers somewhat restricted coverage. But that hasn't -- the need or the desire for that product has not diminished. Jon Paul Newsome: That's great. Second question, just any updates? It doesn't sound like you are, but I just want to make sure any updates on capital management from philosophy here. Brad Mulcahey: Yes, no updates other than maybe the reinsurance changes will help us. So that was something we plan to do. Anyway, the increase in our ceding quota share was more of a capital play than it was an appetite or anything like that. So I think the debt raise we did in Q4 of last year should be enough to last us at least through this year. Reinsurance changes help. We also have a credit facility available for $35 million with an accordion of $15 million. So I think we're good this year, absent anything growth much higher than we expected or something that would hopefully be good news. So I think we're set on capital. Operator: That concludes the question-and-answer portion of today's call. I will now hand the call back to Stephen Sills, CEO, for closing remarks. Stephen Sills: Thank you. Bowhead delivered another strong quarter to start the year. Thank you to our Bowhead team members for your continued dedication and hard work. To everyone else joining us on the call today, we appreciate your support, and we'll speak to you along the way. Thank you. Operator: This concludes today's call. Thank you, everyone, for joining. You may now disconnect.
Operator: Good day, and welcome to Integra LifeSciences First Quarter 2026 Financial Results. [Operator Instructions] Also note, this call is being recorded. I would now like to turn the call over to Chris Ward, Senior Director of Investor Relations. Please go ahead. Christopher Ward: Good morning, and thank you for joining the Integra LifeSciences First Quarter 2026 Earnings Conference Call. Joining me on the call are Stuart Essig, Chairman, President and Chief Executive Officer; and Lea Knight, Chief Financial Officer. This morning, we issued 2 press releases, the first announcing the CEO transition and other organizational changes and the second announcing our first quarter 2026 financial results. The releases and earnings presentation that we will reference during the call are available at integralife.com under Investors, Events and Presentations and a file named First Quarter 2026 Earnings Call Presentation. Before we begin, I want to remind you that many statements made during this call may be considered forward-looking. Factors that could cause actual results to differ materially are discussed in the company's Exchange Act reports filed with the SEC. Also in our prepared remarks, we will reference reported and organic revenue growth. Organic revenue growth excludes the effects of foreign currency, acquisitions and divestitures. Unless otherwise stated, all disaggregated and franchise level revenue growth rates are based on organic performance. Lastly, our comments today will include certain non-GAAP financial measures. Reconciliations of non-GAAP financial measures are included in today's press release, which is an exhibit to Integra's current report on Form 8-K filed today with the SEC. And with that, I will now turn the call over to Stuart. Stuart Essig: Thank you, Chris. Before we turn to the quarter, I want to address the leadership change that we announced this morning. As you have seen from our announcement, I have stepped back into the role as President and CEO and will retain my current role as Chairman. I want to thank Mojdeh Poul for her leadership and for the meaningful progress made during her tenure. Under her leadership, the company advanced a number of important initiatives, including enterprise-wide portfolio and program prioritization, risk-based approach to quality remediation work, operations resiliency improvements and the more recent transformation and business process optimization efforts. Those efforts matter, and they are progressing well, and we remain fully committed to them. As I step back into the CEO role, my focus will be on strengthening the culture of the organization while increasing our customer and commercial focus. We want to be more connected to our customers, more aligned with the field, more collaborative across functions and clearer and faster in our execution. We are building on the important work already underway while improving how we work together and how quickly we make things happen. We remain committed to the quality, compliance, capacity and transformation work underway across the company. That work is progressing well and remains central to how we improve performance and build a stronger Integra. As we also announced this morning, Mike McBreen has been appointed Chief Commercial Officer. Some of you already know Mike well. He is exceptionally well suited for this role with more than 30 years of commercial experience in the medical technology industry. This newly created role is an important part of how we move forward, and Mike will help drive the next phase of our commercial organization. This move reflects the importance we place on making sure the commercial organization has a strong voice at the leadership table and that customer and market-facing priorities are fully represented in how we operate and make decisions. This is not about changing direction in the commercial organization. It is about raising its profile, strengthening leadership support around it and better positioning us to succeed. Our commercial teams have many strengths, and Mike's expanded role is intended to help us build on that momentum, sharpen execution and support stronger coordination across the market-facing parts of the business. This appointment also reflects something broader that matters deeply to me as I return to the CEO role. I want to make sure we are developing the next layer of leadership across the company and giving strong leaders the opportunity to take on larger responsibilities. Mike's new role as CCO supports that objective and will allow me to devote more direct time and attention to the areas that still require the greatest focus. This is the kind of leadership model that I want to reinforce across Integra, one that is customer-centered, commercially aware, collaborative, accountable and focused on helping the organization succeed. We want our support functions and leadership teams working in a way that enables the business, supports the field and drives results. That is a cultural tone we intend to reinforce. I also want to be clear that I'm not stepping in as a transitional CEO. I am assuming this role with a long-term commitment and deep familiarity with the company and its operations. I have served Integra in various capacities as CEO, Executive Chairman and Chairman for almost 30 years. Over the past 2 years, I have been actively involved in key initiatives as Executive Chairman, including active oversight of key operational and quality matters. These included the implementation of the Compliance Master Plan, the Integra Skin capacity expansion, the initiation of the Braintree facility program and direct communication with investors about the company's progress and path forward. I know this company deeply. I understand what it takes to run it, and I have a clear view of what I believe it will take to move Integra forward from here. So the message today is straightforward. The important work already underway is continuing. It's going well, and it remains central to building a stronger Integra. At the same time, we are sharpening our focus on culture, customers and commercial execution at the top of the organization. I remain confident in both the progress we've made and the opportunity ahead. It is an honor and a privilege to lead this fine organization once again. With those important announcements in mind, I'd like to now turn to our results on Slide 4. We had a very strong first quarter, and the team demonstrated what it can achieve as we continue to improve product availability. For the first quarter, we delivered total revenue of $392 million and adjusted earnings per share of $0.54, both above the high end of our guidance ranges. Based on our first quarter performance and the strengthening of our foundation, we are maintaining our 2026 revenue guidance of $1.66 billion to $1.7 billion and updating our adjusted earnings per share guidance to a range of $2.40 to $2.50. Lea will now walk through our first quarter results and guidance in more detail. Lea Knight: Thank you, Stuart. Good morning, everyone. I'd like to first thank our team for their contributions to our first quarter results. We delivered strong revenue and adjusted earnings per share in the quarter, reflecting solid product demand, improving supply execution and remediation and the continued positive impact of our transformation. These results were made possible by the foundational work we have implemented over the past year, setting us up for better visibility and execution against our commitments. We are seeing that work translate into more consistent, predictable performance, exactly what we set out to achieve. Turning to Slide 5, I will cover our first quarter financial results. Our first quarter revenues were $392 million, representing an increase of 2.4% on a reported basis and an organic increase of 1.3%, reflecting continued strong demand for our portfolio, improved supply, increased visibility and strong performance in tissue reconstruction. Adjusted EPS for the quarter was $0.54 compared to $0.41 in the prior year, primarily due to revenue growth, favorable product mix and savings driven by our recent transformation activities. We also saw a $0.02 net tariff benefit driven by the anticipated IEPA refund, partially offset by non-IEPA tariffs expensed in the period. Gross margin for the quarter was 64.1%, up 190 basis points from the prior year, reflecting favorable product mix, IEPA tariffs and reductions in remediation costs. Adjusted EBITDA margin was 19.4%, up 280 basis points versus Q1 2025, with the above-name factors impacting gross margins with additional benefits from our recent transformation. Cash flows from operations totaled $9.8 million in the first quarter and capital expenditures were $14.8 million. Before transitioning to our segment performance, you likely noticed in this morning's earnings press release that we are renaming our global business segments. Codman Specialty Surgical will now be called Specialty Surgery, and Tissue Technologies will now be called Tissue Reconstruction. Our product brand names will remain unchanged. Turning to Slide 6. We'll take a deeper dive into our Specialty Surgery revenue highlights for the first quarter. Specialty Surgery revenues was $283 million, up 0.9% on a reported basis, including a 140 basis point benefit from foreign exchange. On an organic basis, revenue was down 0.6% compared to the prior year. Global Neurosurgery delivered 1.9% organic growth, supported by broad demand strength, including Certas Plus, CUSA and BactiSeal, and we expect supply reliability and fulfillment to continue to improve. Sales of capital equipment grew low single digits, benefiting from continued capital funnel strength, including double-digit growth in CUSA and CereLink. Instruments posted a high single-digit decline, primarily due to order timing, which can vary quarter-to-quarter. We do expect growth for the full year. In ENT, revenue declined low single digits, reflecting strong growth in MicroFrance ENT instruments, offset by continued pressure in sinus balloons and commercial disruption impacts in other products. Revenue in our international markets declined low single digits as continued demand was offset by supply timing in the first quarter. Moving to our Tissue Reconstruction segment on Slide 7. Tissue Reconstruction revenues were $109 million, representing 6.7% growth on a reported and 6.4% on an organic basis compared to the prior year. The strong growth was partially offset by the impact of MediHoney, where we recorded sales for MediHoney in the first quarter of 2025 prior to the recall. In the first quarter, sales within our wound reconstruction franchise increased 6.2%. This robust performance was primarily fueled by double-digit growth in Integra Skin, mid-double-digit growth in DuraSorb and the PriMatrix launch. These results include a favorable comparison on Integra Skin, but also underscore the momentum we are seeing in our Wound Reconstruction business, and we remain highly optimistic about the continued growth in this segment. I'd like to now spend a few moments discussing the recent changes in Medicare reimbursement for skin substitutes. I want to provide clarity on what these changes mean and what they don't mean for our business. In the first quarter, CMS implemented several important changes to Medicare reimbursement rates and related billing rules for skin substitutes in the outpatient wound reconstruction market. Currently, approximately 90% of our Wound Reconstruction revenue is generated from the inpatient market. The inpatient market is not impacted by these changes. We remain excited by and confident about the inpatient market and the strength of our portfolio and market position. We do believe over time, the updated reimbursement framework will level the economic playing field and create upside opportunities for us. Our portfolio is priced in line with the new reimbursement rate with multiple size options available and supported by strong clinical evidence. We are already seeing increased demand from physicians for education and clarity on appropriate product selection, sizing and clinical considerations. Our market access and commercial teams are actively engaging customers as they adapt to the new reimbursement landscape, and we are seeing early indicators of incremental volume opportunities. Overall, we remain confident in our differentiated position in wound reconstruction, where we have the optimal portfolio to address a wide range of clinical needs and the economic value to compete effectively in both inpatient and outpatient markets. During the first quarter, private label sales increased 7.1%. This growth was primarily driven by a favorable comparison to the prior year. Finally, international sales in tissue reconstruction declined high single digits, reflecting double-digit growth in Integra Skin, which was offset by MediHoney. If you turn to Slide 8, I will provide a brief update on our balance sheet, capital structure and cash flow. Operating cash flow for the first quarter, which is historically our lowest quarter of the year, was $9.8 million, a $21 million improvement over the first quarter of 2025. This positive trend aligns with our full year expectation of an approximate $150 million increase in operating cash flow compared to 2025, driven by improvements in EBITDA, working capital and significantly reduced expenditures related to EU MDR compliance and the start-up costs for the Braintree facility. Free cash flow for the quarter was negative $5 million with a free cash flow conversion rate of negative 12.1%. As of March 31, net debt was $1.6 billion, and our consolidated total leverage ratio was 4.1x within our current maximum allowable leverage of 5x. We expect to continue reducing our leverage over the course of the year, approaching the upper end of our target leverage range of 2.5 to 3.5x by the end of 2026. The company had total liquidity of approximately $488 million, including approximately $266 million in cash and short-term investments, with the remainder available under our revolving credit facility. Turning to Slide 9. I will provide our consolidated revenue and adjusted earnings per share guidance for the second quarter and full year 2026. For the second quarter, we expect revenues to be in the range of $410 million to $425 million, representing reported growth of minus 1.3% to positive 2.3% and organic growth of a range of minus 1.5% to positive 2.1% -- turning to the full year 2026. We are maintaining our revenue and organic growth guidance of $1.66 billion to $1.7 billion and 0.8% to 3.3%, respectively. We expect reported revenue growth in a range of 1.6% to 4.1%, which continues to reflect an approximate 80 basis point annual foreign exchange tailwind. The first half revenue at the midpoint of our guidance of approximately $809 million gives us confidence in our full year expectations. We anticipate a sequential increase in revenues as we progress through the year with an approximate $26 million step-up in the second quarter, driven by normal seasonality, supply improvement and instrument order timing. We then expect modest sequential growth in the third quarter and a further increase in the fourth quarter. This cadence is consistent with our typical seasonal pattern and underscores the improving stability and predictability of our revenue trends. Turning to adjusted earnings per share guidance for the second quarter and full year. For the second quarter, we expect adjusted earnings per share in the range of $0.44 to $0.52, representing approximately 6% growth at the midpoint. For the full year, we are updating our adjusted earnings per share guidance by $0.10 to a range of $2.40 to $2.50 as a result of favorable tariff outcomes in the first quarter relative to our February guidance. Our operational expectations for the year remain unchanged from our original full year guidance. At the midpoint of our updated guidance range, we now expect gross margins and adjusted EBITDA margins to improve 60 basis points and 100 basis points, respectively, compared to 2025. For your reference, we have included the key assumptions underlying our second quarter and full year guidance as well as the key modeling inputs on Slide 10. With that, I will now turn the call back to Stuart. Stuart Essig: Thank you, Lea. Before moving to Q&A, I would like to highlight our key takeaways from the first quarter. We are pleased with the performance as we saw strong growth for tissue reconstruction and several of our key products within Specialty Surgery. We continue to execute our foundational and systemic transformation plan to drive consistent durable performance over the long term. We are looking forward to starting production at our Braintree facility by the end of June and relaunching SurgiMend by the end of the year, while we continue to advance the PMA strategy for both SurgiMend and DuraSorb for implant-based breast reconstruction. Together, these products will strengthen our position in the large and growing $800 million implant-based breast reconstruction market with a biologic as well as a resorbable synthetic solution, representing a meaningful future growth opportunity. We remain confident in our ability to deliver on our 2026 financial commitments, and are equally excited about the longer-term opportunities ahead for Integra. With a strong position in attractive specialized markets, a more capable and aligned organization and a pipeline of clinical evidence and new products, I am excited about this opportunity to lead Integra again. And I believe the company is well positioned to create significant value for all of our stakeholders. With that, operator, please open the line for questions. Operator: [Operator Instructions] First question comes from Matt Taylor with Jefferies. Matthew Taylor: Stuart, welcome back, and I'd love to hear a little bit more about why this is the right time for this transition. And any differences in your approach versus prior management in terms of how to execute on the significant priorities you have in this compliance plan and the recovery of the products that have been out of the market. Stuart Essig: Thank you, Matt, and I am excited to be back speaking with the analysts again. I think by my count, this is my 57th earnings call. So hopefully, I can do as well as we did a few years ago. Let me first talk about Mojdeh.Mojdeh's decision to step down was mutual between her and the Board. We had differences in certain strategic topics, but the transformation initiatives that we put in place remain the right ones and they're going to continue. All the initiatives taken under Mojdeh's tenure were approved by me as well as the full Board, and they continue unchanged. I really do appreciate Mojdeh's contributions, and I'm confident with the transition and how it will move smoothly. Going forward, my focus is on execution and going on the offense commercially as we're in a stronger position to meet customer needs. I'm also excited about Mike McBreen's role stepping into the Chief Commercial Officer's role, so we can present a consistent face to customers. Do you have a follow-up, Matt? Matthew Taylor: Yes. Maybe just on a different topic. You provided some color on the call for Q2 and the phasing here. I just wanted to better understand key assumptions around the step-up in revenue through the year? And then what's weighing on earnings in Q2 and how that evolves through the second half as well? Lea Knight: Yes. Certainly. Thanks for the question, Matt. So to your point, Q1, we had a very good quarter. We were pleased to see a lot of the foundational work that we've been doing to strengthen our quality management system, improve supply reliability is really translating into more consistent execution. To your point around Q2, right, and how we move through the year, we do expect a sequential step-up as we move from Q1 into Q2. That will be driven by some of the normal seasonality that we see coupled with improving supply reliability as well as some instrument order timing. As we move from Q2, we expect Q3 to be fairly consistent with Q2, which is where we've been in prior years, the exception being a year ago where we did have some unique supply interruptions. But we do expect Q3 to be in line with Q2, and then we'll see a further step-up in Q4, which again is consistent with some of our historical patterns. I think the other part of your question related to kind of profitability in Q2 relative to what we actualized in Q1. And a lot of that is driven by expectations that we have for how gross margins will move throughout the balance of the year. So let me step through that. On a full year basis, we are now expecting gross margins to be about 62.5%. In Q2, we'll see gross margins below that. We'll see a little bit of a step-up in Q3 in gross margins and then Q4 will step up even more meaningfully to be above that full year average. The variability that we see in gross margins are largely driven by evolving assumptions in terms of tariffs as well as manufacturing variances that will have an impact and create that variation quarter-to-quarter. So hopefully, that addresses your profitability question. But if not, let me know. Stuart Essig: Yes, I'll just summarize by saying -- I'm just going to summarize by saying it's steady as she goes on the transformation. We're well on our way and things are improving. And we're confident enough that we can start what I think of as doubling down on our commercial folks being able to go out and speak with customers and be confident that they've got supply in many of our products. Operator: Our next question comes from Jayson Bedford with Raymond James & Associates. Jayson Bedford: Welcome back, Stu. Maybe just to tag on the last question, what is the status of the Compliance Master Plan? And is there a way to kind of level set us on what products are on ship fold and when you'd expect these products to come off? Lea Knight: Yes. So let me start, Jayson, on that. As we've mentioned, right, we've been making very good progress through the Compliance Master Plan. We've completed our site assessments. We've been doing our mediation work, which is well underway. We mentioned that, that remediation work would continue into 2026. And we're pleased with the results that we're seeing to date. As I mentioned, we see improving supply availability, which has allowed us to more consistently meet demand, which is a driver of some of the execution that we saw in Q1, and it will be a driver of how we deliver against our full year outlook. At this point, our full year guide right now doesn't assume a meaningful contribution from returning products back to the market that aren't already on the market. So that does not become a big feature, if you will, or element in terms of driving our full year performance. Jayson Bedford: Okay. That's helpful. Maybe just as a second question here. I appreciate the increased focus on the commercial side of the business. I guess the question is, does this involve expanding the size of the sales team? Stuart Essig: So the answer is no. We, in the last several quarters, had the opportunity with the transformation to ensure that our sales teams were focused, had the right staffing and we're focused on the right customers. It does not imply an increase in sales headcount, and it doesn't imply a decrease in sales headcount. What it really is, is about coordination of how we present ourselves to our customers and having that centralized under one individual to make sure our divisions are presenting themselves consistently. One of the real advantages that Integra has with our neuro business or our Codman business is that it is so present in most hospitals that it gives us access to many hospitals that wound care companies can't always get into. So the opportunity to drive collaboratively our 2 divisions, use the relationships we have on the Codman side to continue to drive our hospital-based wound care business into the sites. And then furthermore, we have GPO relationships with almost every major GPO, again, from our Codman business and particularly with the changes going on with wound care reimbursement, having access to the hospital market and the GPO market is going to be critical. Operator: Our next question comes from Ryan Zimmerman with BTIG. Ryan Zimmerman: Stuart, welcome back. I want to ask about a few different things. Stuart, there's no question, I think you know the company, you have the history to -- given your tenure with the company. But as you think about the composition of Integra today, the segments you're in, the businesses you're in, do you view every single one of them as the right ones? Is there a portfolio optimization that you see that needs to be done, whether that's expanding into certain markets, leaving certain markets? I'm just curious kind of as you sit here today, kind of what your view of the portfolio of the company is. Stuart Essig: All right. Thank you, Ryan. First of all, it's nice to be working with you again. I think you and I are dating ourselves. You may be one of the few analysts on this call who actually covered the company when I was CEO last. And if you go back to when I retired as CEO in 2012, one of the things we did shortly thereafter is a major portfolio review. And at the time, we concluded we couldn't be in the top 1, 2 or 3 spots in orthopedics, and we spun off our spine business to our shareholders, and we sold our Extremity business. Subsequent to that, we've done a number of divestitures, typically smaller ones, one of a commodity wound care line, and we exited all of our dental disposable business. So I want to be clear, Integra is always looking at the portfolio and always trying to make sure that we've got the right products to be able to be competitive. So then to answer your question, at the moment, I like the markets we're in. For the most part, they're niche markets. We have opportunity to be in the top 1, 2 or 3, particularly in neuro, ENT and in surgical wound care. And so I'm not expecting any portfolio movements in the near future. Again, like always, we'll look at individual product lines. And if they're not profitable, we can discontinue them or harvest them. But I like the mix. We're in very defensible markets, and we have an opportunity to grow, particularly as we get our product availability back to where it used to be. Ryan Zimmerman: Understood. Appreciate that. And Lea, very pointed comments on outpatient wound care. I appreciate clarifying the exposure to the outpatient side of things relative to inpatient. When you sit here today and given what we're seeing in the wound care market, particularly on the outpatient side, it sounds as though you're going to kind of let things settle and kind of come to you as it may on the outpatient side, where you see opportunity. But I'm just curious, as you think about what Bob has in his portfolio and the scale you need to bring to compete in outpatient wound, appreciating that you're not going to hire sales forces to focus on that. I guess what is your view of kind of how you capitalize on the outpatient wound opportunity as the market kind of settles out? And what do you need to do to become bigger in that market if that's truly what you guys want to pursue? Lea Knight: Yes. So thanks for the question, Ryan. A couple of things. So to your point around our portfolio and maybe what makes us unique and from our perspective, creates the opportunity for us to drive upside on that part of our business. As you know, across our portfolio, we have a couple of things. We have product price, size and science that work to our advantage. From a product perspective, we have a broad portfolio that offers clinicians choices in terms of how they treat patients. From a price perspective, our product has already been priced at levels that are in line with the new reimbursement rates of $127 per square centimeter. So we haven't had to change our pricing nor have we seen any impact on our margins as it relates to this outpatient space. From a size perspective, we have multiple sizes, including small sizes that allows us to minimize some of the wastage that others have been experiencing in this evolving landscape. And then from a science perspective, our portfolio is backed by strong clinical evidence that lends itself to building confidence in terms of delivering the desired outcomes. And so for us, what that means in short is right now, we're evaluating what's happening in terms of changes in where these where treatment is occurring. To the extent it remains in the outpatient setting, the position of our portfolio allows us to play there, recognizing that there will be other competitors that can no longer play in that space, right? So we remain viable in ways that competition won't. To the extent we see procedures or volumes moving in the inpatient setting, where 90% of our business already is, we believe we're also well positioned to take advantage of that, right? You saw in our results across wound reconstruction, if we just look at the products that are in that space, we delivered low double-digit growth in Q1, right? So we're well positioned to take advantage of demand as it flows into the inpatient setting should that happen. So there's a little bit of a wait and see, Ryan, right? We're going to see kind of how the market evolves. But we do think we're well positioned from a product portfolio perspective, along with kind of the strength that we already have in inpatient. And then again, as that market evolves, if we need to pivot to continue to capture it, we'll make those necessary changes. Operator: Our next question comes from Lawrence Biegelsen with Wells Fargo. Ross Osborn: This is actually Ross Osborn on for Larry. So going back to guidance, you guys had a nice revenue beat in the quarter. How should we view the reiteration of revenue guidance for the year? Is this conservatism? Or are there incremental headwinds we should be thinking about since you established guidance at the beginning of the year? Lea Knight: So no, to your point, we were pleased with how this year started. We saw solid demand across much of the portfolio, along with an improving supply reliability outlook that drove what you saw in terms of our Q1 performance above the high end of our guide. That said, we are still early in the year, and there's still more work to do. If you look through the first half, our guide is exactly where we expected it to be. So at this point, we believe maintaining a balanced and disciplined approach in terms of our full year guidance is both prudent and appropriate. Ross Osborn: Okay. That makes sense. And then how is adoption of CUSA trended for the surgical market? And what types of procedures are you seeing traction since your clearance last year? Lea Knight: I'm sorry, Rob, can you repeat the first half of that question? How is the adoption of what? Ross Osborn: CUSA since the surgical clearance, I think, in November of last year. Stuart Essig: CUSA Okay. Got it. Lea Knight: So how is the adoption of CUSA -- and then the second part of the question was? Ross Osborn: Yes. Just what types of procedures you're seeing initial traction with? Lea Knight: So from a Q1 perspective, overall performance across our business was largely in line, certainly in our tissue reconstruction side of the business, but we did see upside, specifically in the neurosurgery side of the business, and that upside was driven in part by CUSA. So demand for us there continues to remain strong, and we're pleased with kind of how that product is performing along with how we expect it to contribute on a full year basis. Stuart Essig: One thing I'll add, over the last 3 or 4 months, I visited Integra's sales team in Japan and Korea and India. And in those markets, CUSA is very in demand for gynecology, for liver surgery and increasingly for cardiosurgery. And so the opportunity to drive those into the U.S. market where we have clearances now is a big opportunity for our U.S.-based sales force. It's -- there's published papers internationally. There's key opinion leaders internationally. And so we have confidence the product is going to work well when those clinicians in the U.S. have it available to them. Operator: Our next question comes from Robbie Marcus with JPM. K. Gong: This is Alan on for Robbie. I had one question just on the products that you're expecting to bring back to market as we look at the back half of the year and into 2027. I think you've been off the market for a decent amount of time now. So what gives you confidence that you're going to be able to -- or I guess, like what are your expectations for share recapture once you get these products back onto the market and your ability to both recapture share and get back on the offensive? Lea Knight: Yes. So a couple of things. So one, from a full year guide perspective, I do want to be clear on this. Our guide does not require or rely on bringing back to market products that currently are off in a meaningful way, right? So we do have obviously assumed the -- what we've already announced as a return to market assumption around SurgiMend. That will come back in Q4. But again, it's not necessarily a material contributor to our full year guide. To your point, we are being very thoughtful, right, around how we approach that return to market. We're leveraging the learnings from PriMatrix and Durepair. If you recall, we brought them back in Q4 of 2025 after having been off the market for over 2 years. And we're excited about the uptake that we're starting to see for both of those products. We continue to get good positive feedback from physicians as we started to recapture some of our prior users. And so that relaunch in Q4 of 2025 and the continued demand that we're seeing for those products as we move into 2026 is absolutely informing how we're thinking about the SurgiMend relaunch. We understand this is going to be a multi-quarter journey in order to get back our share. But we also know that the market dynamics for both PriMatrix and SurgiMend have changed meaningfully since they were both in the market last, right? And so this isn't just about getting our shelf space back. We believe there's additional upside opportunities that we can take advantage of. For PriMatrix, it's because of what's happening in the evolving outpatient wound setting. And for SurgiMend, it's the opportunity that exists in terms of implant-based breast reconstruction and the work we're doing to secure our PMA. So we're excited about the outlook on both. But again, as it relates to 2026, does not require a meaningful contribution from the return of SurgiMend to the market. K. Gong: Got it. And then I just wanted to follow up a question previously on earnings and the earnings cadence, right? I think relative to expectations, you -- and your own guidance, you came in close to $0.10 above the top end of the range. And it sounds like tariffs should potentially be a tailwind to the balance of the year as well. So when we think about the delta between that proved outlook, the better performance you got in first quarter and the benefit from the tariff rebate and the fact that you only raised the guide by $0.10, should we think of that those manufacturing variances you talked about as being the primary driver of that shortfall? Or is there anything else that you would think that you should call out that we should be aware of? Lea Knight: Yes. Yes, certainly. So let me step through that because you asked a number of questions in there. First, in terms of our EPS performance for Q1, -- we did perform above the high end of our guide. It was driven by a couple of factors. It was driven by stronger-than-expected revenue, along with the $0.10 benefit from tariffs that we talked about. And in addition to that, also some margin improvement that is reflective of the transformation efforts that we have underway. So all 3 contributed to that result. It's worth noting because even ex tariffs, we performed close to the high end of our guide. To your point on tariffs and expectation for the balance of the year, we did adjust our full year EPS outlook by that same $0.10 to reflect the benefits that have been realized as it relates to tariffs. We also outlined our tariff assumptions as part of the earnings deck, so you can see what we're assuming for the balance of the year. It is possible that we'll continue to see additional favorability as it relates to tariffs as we move throughout the year. We have not reflected possible benefits in our full year updated adjusted EPS at this point. It's still very early in the year. There's still a lot we expect to unfold when it comes to tariff policy. And so as that unfolds, we'll update appropriately. Operator: Our next question comes from Ravi Misra with Truist Securities. Ravi Misra: Just on -- 2 questions for me. So first, just on PMA timing in breast recon and just kind of commercialization prospects, assuming you get those, could you provide some more detail? And then I have a follow-up. Stuart Essig: Sure. So first of all, SurgiMend is expected to be ready for pre-approval inspection in the second half of 2026 following our Braintree restart. The actual PMA approval timing depends on the FDA review process, which obviously is not in our control. We do expect SurgiMend's PMA to be approved sometime in 2027, and we expect approval for DuraSorb shortly thereafter in the same year, so also 2027. Our view of implant-based breast reconstruction surgery as a long-term growth opportunity is very impactful, and we expect meaningful contribution beginning in 2027 and beyond. And again, just to reiterate, there's no contribution from the PMAs in our 2026 guidance. Ravi Misra: Great. And then just, I guess, another one on the tissue recon business and wound recon, kind of what you're seeing in the inpatient setting. That growth that you kind of disclosed, is that a function of really market and procedures going into inpatient or more so you capturing more share disproportionately in the quarter? Lea Knight: Yes. Thanks. So overall, across our tissue reconstruction business, we grew kind of high single digits. And then if you look at just the products that are in wound reconstruction, that's where I cited earlier, we were up low double digits. From a year-on-year perspective, we did benefit from a favorable comparison based on supply availability for Integra Skin. So that is a function of the performance that we're seeing. We do continue to see strong underlying demand in terms of procedures in that space that has continued through 2026. Stuart Essig: So I'll just add 2 points in terms of the way in which the selling process works. So first of all, as it relates to Integra Skin, because of our issues with manufacturing over the last few years, it's been tough for our sales team to open new accounts. Their objective is to make sure that the existing accounts are well stocked with our products, so they're available for surgery. As the sales force develops greater confidence in our ability to manufacture, and they should be getting that confidence based on production in the last few quarters, they'll be more comfortable bringing the product to new customers and ensuring that additional customers feel confident using the product. So there is a time frame over which -- we've got to get our sales force comfortable and we've got to get customers comfortable for availability. But that should and will increase over time. Similarly, one of the exciting things about bringing PriMatrix back is -- and this is really anecdotal, but I've heard from a number of our salespeople that bringing PriMatrix back into certain accounts has also driven growth in our other wound care products. The ability to go into a hospital with a "new product" and for some hospitals, it is new because it hasn't been there for a few years. It provides an entree for our sales team to talk about our other products. And again, our strategy over the years has been to have the broadest portfolio of surgical reconstruction products for wound care. that allows our reps to not be in particular, selling one thing. Rather, it's collaborative with the surgeon, it's consultative, and we don't -- we can offer them lots of different choices for the particular wound that they're treating. It gives our reps a lot of credibility with customers. Operator: Our next question comes from Joanne Wuensch with Citi. Joanne Wuensch: Stu, great to have you back. I had a question. The tax rebate -- sorry, tariff rebates, forgive me. I'm going to assume that went into gross margins, but there is still a fair amount of leverage on SG&A and R&D. Was there anything onetime in there? Or is there anything that we can sort of take as a base case and leverage forward? Lea Knight: Yes. So let me step through that. So to your point, gross margins for the quarter were 64.1%. It was up 190 basis points versus a year ago. Tariffs did benefit that performance. But even ex tariffs, our gross margins would have been up 140 basis points year-on-year. And that performance was driven in large part by lower remediation costs as well as lower manufacturing variances versus what we saw a year ago. And that's where, as I gave the cadence earlier about gross margins and performance throughout the year, we will see variability as we move throughout the year from Q1 to Q2 through the back half of the year. That is a function of how manufacturing variances will play out along with tariff impacts. Again, full year basis, we expect gross margins to be 62.5%. Q2 will be below that. We'll see a slight step-up in Q3 and then Q4 will be above the full year average to get us back to 62.5% -- so that should address your profitability question. If not, let me know. I do want to be clear on one part, and this goes back to the tariff question I got before. The adjustment we made in our full year outlook, again, reflects just the tariff benefit we realized in Q1. There's been no change to the underlying operational performance of the business. We're holding to that commitment that we made back in February as it relates to operational dynamics. We're excited about the performance that we saw in Q1. We think that gives us confidence in terms of our ability to perform against the full year guide. So whether it be top line or bottom line operationally, we remain committed to the full year guide that we communicated from earlier this year. Operator: Our next question comes from Travis Steed with Bank of America. Unknown Analyst: I guess to build on Ryan's question previously, Integra has been an acquisitive company over the last 20 or so years and acquisitions were part of your strategy last time as CEO. How are you thinking about continuing to add to the business either in the markets that you're currently in or expanding into other markets when would that make sense? And when it does, what kind of opportunities would you be looking at? Stuart Essig: Okay. A couple of points there. First, in the near term, -- our #1 priority is debt reduction and returning our leverage ratio to the target 2.5 to 3.5x levels. And we'll get there by reducing debt and also driving EBITDA. In the meantime, we're focused on our organic growth drivers, and we're strengthening our R&D processes, and we're increasing program management and execution discipline. I'd mentioned we brought aboard a highly experienced Chief Technology Officer in Q1 to help us accelerate innovation with greater focus, speed and impact. But we will continue to grow through a combination of impactful organic and inorganic levers. As we get our ratio back in order, we will start to look at acquisitions again, but they will always be close to home. We like the markets that we're in, neuro, ENT and then tissue reconstruction, and that's where you'll see any acquisitions that we do. But I want to be clear, while acquisitions have been a great contributor over the years to Integra, our focus at this moment is on debt paydown and frankly, execution. Unknown Analyst: Got it. That makes sense. And then just one follow-up. Regarding order timing in instruments and supply timing and general weakness in international markets, how much of that is related to normal seasonality? And how much is related to more macro events like the Middle East conflict or inflation? And if it was -- if the impact from macro-related things was seen in the quarter, how much of that was seen? And how should we think about the rest of the year? Lea Knight: Yes, there was a lot in that question. So let me throw it. As it relates to kind of some of the macro events that are playing out, we didn't see any material impact to our business in the first quarter as it relates to developments in the Middle East conflict. Our direct revenue exposure in that region is modest. And so based on what we know today, we do not expect to realize a material impact. But obviously, we're going to continue to monitor and see how that unfolds. As it relates specifically to instruments because you asked about that, it's typical for us to see some variability quarter-to-quarter in that part of the business, and that's what I was referencing in my remarks regarding an expectation of a sequential step-up in Q2 due to instrument order timing. So on a full year basis, though, we do expect that business to get back to low single-digit growth. Operator: Thank you. This does conclude the question-and-answer session, and you may now disconnect. Everyone, have a great day.
Operator: Good afternoon, and welcome to PennyMac Mortgage Investment Trust's First Quarter 2026 Earnings Call. Additional earnings materials, including the presentation slides that will be referred to in the call as well as an Excel file with supplemental information are available on PennyMac Mortgage Investment Trust's website at pmt.pennymac.com. Before we begin, let me remind you that this call may contain forward-looking statements that are subject to certain risks identified on Slide 2 of the earnings presentation that could cause the company's actual results to differ materially as well as non-GAAP measures that have been reconciled to their GAAP equivalent in the earnings materials. Now I'd like to introduce David Spector, PennyMac Mortgage Investment Trust Chairman and Chief Executive Officer; and Dan Perotti, PennyMac Mortgage Investment Trust's Chief Financial Officer. David Spector: Thank you, operator. Good afternoon, and thank you to everyone for participating in our first quarter 2026 earnings call. Starting on Slide 3. PMT's first quarter net income was $14 million or $0.16 per diluted common share, representing a 4% annualized return on common equity. These results were impacted by a lower contribution from our interest rate sensitive strategies primarily due to a decrease in servicing fees as a result of seasonality and a larger-than-expected MSR runoff related to higher note rate loans. These impacts were partially offset by improved results in our aggregation and securitization segment. PMT paid a quarterly dividend of $0.40 per share and book value per share on March 31 was $14.98, down 2% from the end of the prior quarter. Turning to Slide 5. I would like to note we have renamed what was previously the Correspondent Production segment to the aggregation and securitization segment. We believe this name more accurately captures the breadth of PMT's participation in the mortgage ecosystem, specifically our focus on aggregating high-quality loans for execution in the secondary market to drive organic asset creation. In total, during the first quarter, PMT purchased $4.3 billion in UPB of loans from PFSI. $2.8 billion in UPB was through its correspondent purchase agreement with PFSI, for which PMT pays fulfillment fees. The remaining $1.5 billion represented loan sales from PFSI to PMT outside of their loan purchase agreement where PMT's private label securitization platform provided optimal secondary market execution for PFSI. Slide 6 highlights the continued success of our organic investment creation engine. Similar to last quarter, we completed 8 private label securitizations totaling $2.8 billion in UPB. This activity resulted in the retention of $190 million of new subordinate bond investments in the credit-sensitive strategies and $12 million of new senior bond investments in the interest rate-sensitive strategies. We also generated $40 million of new MSR investments. Our momentum has continued after quarter end, with 2 additional securitizations completed and another 1 priced totaling $1.1 billion in UPB, and we remain on pace to complete approximately 30 securitizations in 2026, which we expect will build a substantial foundation of investments with returns on equity in the low to mid-teens to support future earnings. On Slide 7, we provided a snapshot of the high-quality investments we are creating through our private label securitization program. At quarter end, the fair value of subordinate bonds within our credit-sensitive strategies totaled $744 million. 66% of this portfolio is comprised of bonds from nonowner-occupied loan securitizations. 20% is comprised of bonds from general loan securitization with the remainder primarily from agency eligible owner-occupied loan securitizations. As you can see, these investments feature exceptional credit characteristics. including a weighted average FICO origination of 774, a weighted average LTV and origination of 72 and negligible delinquencies. Within our interest rate-sensitive strategies, as of quarter end, we held $94 million in fair value of senior and mezzanine bonds. These investments are diversified across our jumbo non-owner occupied and agency eligible owner-occupied loan securitizations. And similar to our credit-sensitive bonds, these investments are backed by high-quality collateral with weighted average original FICO scores in the 770 range and original loan-to-value ratios in the low 70s. This consistent credit quality across these organically created assets underscores our ability to produce attractive, high-yielding investments on Slide 8, approximately 60% of PMT's shareholders' equity remains deployed to long-standing investments in MSRs and our unique GSE credit risk transfer investments. Mortgage servicing rights account for nearly half of shareholders' equity, providing stable cash flows from the portfolio with a low weighted average coupon of 3.9%. Our organically created GSE CRT investments represent 12% of shareholders' equity and consists of seasoned loans with a weighted average current LTV of 46%. Turning to Slide 9, while our diversified portfolio is constructed of investments with strong underlying fundamentals, we acknowledge our earnings, excluding market-driven value changes have been below our dividend level for the past several quarters. As you can see, we are showing an average run rate return of $0.31 per quarter for the next year. And focusing on the interest rate-sensitive strategies, increased amortization on higher coupon loans as well as reduced expectations for declines in short-term interest rates, which drive financing costs have lowered expected returns on MSRs in the near term. As is our long-standing practice, we continue to actively evaluate our overall equity allocation and investment opportunities to refine and optimize our returns on a go-forward basis. We are working diligently to reposition PMT to capture the opportunities more aligned to our long-term return hurdles. Our momentum in organic investment creation remains strong, and we have successfully positioned PMT as a leader in the private label securitization market. By leveraging our unique ability to create credit-sensitive, high-quality assets, and drive our overall returns higher through disciplined capital allocation, I remain confident in our strategy to support our dividend and create long-term value for our shareholders. Now I'll turn it over to Dan to review the first quarter financial performance. Daniel Perotti: Thank you, David. Net income to common shareholders was $14 million or $0.16 per diluted common share in the first quarter or a 4% annualized return on equity to common shareholders. Our credit-sensitive strategies contributed $16 million to pretax income, generating an annualized return on equity of 17%. Gains from organically created CRT investments were $10 million, which included $7 million of realized gains and carry and $3 million of market-driven value gains from credit spread tightening. Investments in subordinate MBS from our private label securitizations generated gains of $6 million, $2 million of which were market-driven value gains. Interest rate-sensitive strategies contributed pretax income of $8 million for an annualized ROE of 3%. Income excluding market-driven value changes for the segment was $11 million, down from $21 million in the prior quarter, impacted by increased prepayment speeds during the quarter, particularly on higher note rate MSRs, which drove higher runoff of our MSR assets, as well as lower servicing fees from seasonality and lower placement fees on custodial balances as a result of lower short-term interest rates. Regarding market-driven value changes, our hedging activities during the quarter yielded a small net decline as the $40 million MSR fair value increase was more than offset by $46 million of net declines in fair value of MBS and interest rate hedges, including the related tax expense. Additionally, during the quarter, we sold $477 million of agency fixed rate MBS to capitalize on intra-quarter spread tightening, resulting from the GSE MBS purchase announcement, and we redeployed the capital into retained investments from our private label securitizations. The aggregation and securitization segment reported pretax income of $16 million compared to a pretax loss of $1 million in the prior quarter. The prior quarter amount was primarily driven by spread widening on jumbo loans during the aggregation period and lower overall margins. In total, PMT reported $28 million of net income across strategies, excluding market-driven value changes, up from $21 million in the prior quarter, primarily due to an increased contribution from the aggregation and securitization segment. I want to address our dividend in the context of our current results and the updated run rate return potential. While projections for income, excluding market-driven value changes remain below the dividend level, it is important to note that we expect to maintain the common share dividend of $0.40 per share, which is supported by our taxable income and which we expect to be sufficient to fully cover the dividend at its current level. Turning to Slide 13. We highlight the flexible and sophisticated financing structures PMT has in place to support its diversified portfolio of investments. During the quarter, we redeemed $345 million of exchangeable senior notes originally due in March 2026 using capacity from existing financing lines. And finally, on Slide 14, we continue to believe that debt to equity, excluding nonrecourse debt is the best metric for measuring our core leverage and that ratio declined to 5.6x at quarter end from 6x at the prior quarter end within our expected range. PMT's total debt to equity increased to approximately 11:1 from 10:1 at December 31 as we continue to retain investments from securitizations. The increase in our total debt-to-equity ratio reflects growth in nonrecourse debt associated with these transactions, where all securitized loans are required to be consolidated on our balance sheet for accounting purposes. As a reminder, the source of repayment for this debt is limited to the cash flows from the associated loans in each private label securitization mitigating any additional exposure to PMT. We expect the divergence between these 2 metrics to continue increasing as our securitization program grows. We'll now open it up for questions. Operator? Operator: [Operator Instructions] And our first question comes from the line of Trevor Cranston with Citizens JMP. Trevor Cranston: Question related to your comments on Slide 9 about actively evaluating the asset allocation of the company and some new investment opportunities. Can you elaborate on what you guys are looking at in terms of kind of new investments if that includes things like non-QM or home equity. And also was curious if sales of maybe some lower returning assets are part of the valuation that's ongoing? David Spector: Well, I think it's all of the above would be my response. I think first of all, if you look at Slide 9, when you look at the annualized return on equity, you can see that the -- in terms of achieving that minimum required return of, call it, 13%, 14%. Means that the sector that's really under delivering and has been the net interest rate sensitive strategies and, in particular, MSRs. And so as we look across our MSR portfolio, I mean, clearly, there's parts of that, that have real value and there's demand in the marketplace for it. And there's others that have real value that perhaps there isn't as much demand in the marketplace. So we're strategically evaluating the MSR portfolio to help accelerate perhaps the weighted average equity allocation down in that operating strategy and moving more to the credit-sensitive strategies. The point you raised in the credit-sensitive strategies, of course, there's more opportunity to do additional securitizations in nonowner-occupied loans and agency-eligible loans even jumbo loans. But given what we're seeing in the non-QM originations, both in correspondent and over a PFSI in their broker division, the ability to aggregate for securitization is very apparent to me. So I wouldn't be surprised to see us do a non-QM securitization over the next year. And to your point, there's other assets that we see in the marketplace that you can create investments that achieve our return target. And so as we've done in the past, we're going in and we're evaluating how to -- where can we recycle out of lower returning assets in the higher returning assets. Operator: And your next question comes from Bose George with KBW. Bose George: So first, just the change in the ROE expectation that you gave for the $0.31 down from $0.40, it looks like it's mainly on the Agency MBS, but can you just walk through the drivers of that change. Daniel Perotti: So the -- so really, the bigger driver of those is on the MSRs, which -- where the return came down a few percentage points in the allocation, weighted average equity allocated there is a larger proportion. The Agency MBS also did decline. That was really related to -- if you look at the expectations for short-term rates going back from last quarter versus this quarter, there was obviously a sharper decline and thus a greater expected carry from the agency MBS in that -- in the prior run rate scenario. But the bigger impact is related to really the prepayment speeds and expectations that we see in the short to medium term on the MSRs. Bose George: Okay. That makes sense. And -- the -- and in terms of the bridge now from the $0.16 you guys did this quarter up to the normalized. Can you sort of walk through just the bridge there? Daniel Perotti: Well, certainly, obviously, rates have increased a bit, and so we are expecting slower prepayments on the MSRs. But still below -- still elevated from what we saw earlier in prior quarters or in earlier quarters in 2025. And then as David has mentioned, there we mentioned some allocation out of MSRs and into -- if you look at the allocation here, for example, some ability to ramp up other investments as we move through the next few quarters. Operator: And your next question comes from Jason Weaver with Jones Trading. Jason Weaver: In your prepared remarks, you mentioned the sale of roughly $0.5 billion of MBS on tightening to redeploy towards retained securitization, which looks like a material rotation in the interest rate-sensitive book. All else equal, is this a sort of glide path we should think about for the remainder of 2026? Or was this more of a tactical rotation? Daniel Perotti: I think that was really more opportunistic or tactical. We wouldn't necessarily expect to continue to wind down that portfolio, especially, although we will adjust as we're looking at rotating out of certain portions of the portfolio. But given the returns that we expect from the Agency MBS portfolio and what we have here overall, we wouldn't expect to drawdown necessarily further on the MBS portfolio, but it's something that we'll continuously evaluate based on where spreads are in the market. Jason Weaver: Got it. And I think you redeemed about $350 million of exchangeable senior notes from the existing financing book. What is the unsecured corporate debt stack look for the next 24 months, if you can just guess. And are you targeting any sort of opportunistic refinancing or extension given current spreads? Daniel Perotti: So we issued about $150 million of additional convertible debt towards the end of Q4 last year. We additionally in 2025 issued a few unsecured baby bonds. That was effectively a pre-refinancing of the convertible debt that was retired in Q1 of this year. So we don't have a need to necessarily raise additional unsecured debt. It is something that we will continue to look at and see if there are opportunities. but no immediate plans necessarily, but it's something that we will be opportunistic with to the extent that we see opportunities. Operator: [Operator Instructions] Your next question comes from the line of Doug Harter with BTIG. Douglas Harter: As you think about the opportunity in the non-agency securitization, do you view it as more opportunity limited today or more capital constrained and as you think about the ability to scale -- continue to scale that business? David Spector: I think it's really capital more than opportunity. I think the great story about PMT is obviously, the synergistic relationship it has with PFSI and the ability to source the underlying assets, the ability to underwrite and process the loans on the front end and where we have the ability to actively select the loans that we want in our investments is a really important feature that we have in PMT. And so the -- whether it's investor or non-owner securitizations where we create subordinate bonds or general loan securitizations and even the agency eligible loans where we're not securitizing just for best execution purposes, we're securitizing to create investments for PMT. And so I think that it's really more of a capital issue for us. And I think that's why we're focused on opportunistically getting out of lower returning assets and most likely reinvesting the capital into our credit-sensitive strategies sector, which, by the way, from the very beginning of PMT is what the -- is what the investment thesis was for PMT looks to be a credit-sensitive strategy vehicle. And so that's really the guiding -- the kind of the guiding force here. We're -- I think we've done a great job in being the preeminent securitizer of these non-agency loans and creating the investments behind them. And you look at the performance of these, and they're really remarkable. And I think that we've done a nice job when CRT was discontinued to be able to move to figure out, okay, how do we create a like investment without the CRT opportunity, and that's how we ended up where we are today. But I think you're going to continue to see us grow the equity allocation in the credit sensitive strategies over time. Douglas Harter: And David, as you mentioned, you're seeing increased non-QM volume, how much crossover is there in your traditional agency originator that's a correspondent partner versus non-QM or some of these other products that you haven't necessarily gotten as large in yet? David Spector: I'm really -- I've been really pleasantly surprised and I think it's a function of the size of the market that we're seeing a good amount of our correspondent getting into non-QM lending. And so I think that they are -- they're recognizing that they need to expand their product base. And so this is where being the leading correspondent aggregator with over 700 plus [ clients ] is really an advantage to us and being really good, meaningful deliveries of non-QM correspondent. And I expect that to meaningfully grow. I think the important part of non-QM, like all non-Agency products, you have to keep an eye on the fact that you don't want to get caught in a market disruption or with spreads widening. And so we're being really diligent at least initially in selling and forward selling the non-QM product to really lock in the margin until such time as we want and we decide to do a securitization. And that's where again, the synergistic relationship with PFSI to be really valuable because similar to the correspondent side on the PFSI side, we're seeing really good receptivity to non-QM with our broker partners. And so I think when we decide that we want to do a securitization and really deploy capital there, we'll be able to do so. But by and large, I think there's part of the non-QM market that we're participating in is getting more readily accepted in the broker and correspondent communities has more akin to their credit profile and their risk management framework than when it was originally -- when a vision was born some 10 years ago and people thought of it as maybe a little less than prime. But I've been pleasantly surprised by this. Operator: We have no further questions at this time. I'll now turn it back to David Spector for closing remarks. David Spector: Well, I'd like to thank everyone for joining us on our call today. If you have any questions, please don't hesitate to reach out to me or our IR team, Dan and I look forward to speaking to all of you in the near future. Thank you. Operator: The concluded today's call. You may now disconnect.
Operator: Hello, everyone. My name is Krista, and I will be your conference operator today. At this time, I would like to welcome everyone to the Coupang 2026 First Quarter Earnings Conference Call. [Operator Instructions] Now I'd like to turn the call over to Mike Parker, Vice President of Investor Relations. You may begin your conference. Michael Parker: Thanks, operator. Welcome, everyone, to Coupang's First Quarter 2026 Earnings Conference Call. I'm pleased to be joined on the call today by our Founder and CEO, Bom Kim; and our CFO, Gaurav Anand. The following discussion, including responses to your questions, reflects management's views as of today's date only. We do not undertake any obligation to update or revise this information except as required by law. Certain statements made on today's call may include forward-looking statements. Actual results may differ materially. Additional information about factors that could potentially impact our financial results is included in today's press release and in our filings with the SEC, including our most recent annual report on Form 10-K and subsequent filings. As we share our first quarter 2026 results on today's call, the comparisons we make to prior periods will be on a year-over-year basis, unless otherwise noted. We may also present both GAAP and non-GAAP financial measures. Additional disclosures regarding these non-GAAP measures, including reconciliations of these measures to the most comparable GAAP measures are included in our earnings release, our slides accompanying this webcast and our SEC filings, which are posted on the company's Investor Relations website. And now I'll turn the call over to Bom. Bom Suk Kim: Thanks, everyone, for joining us today. I'd like to cover a few things where we stand in the recovery from last quarter's data incident, how we see the path forward on growth and the nature of the temporary dislocation in margins and how we think about it over the longer term. Starting with where we are. Customer obsession, operational excellence and disciplined capital allocation have guided us since our inception, and they're the same principles guiding us through this period. As we shared previously, January marked the low point in our Product Commerce revenue growth rate. Each month since has improved on a year-over-year basis and the pace of improvement strengthened through February and March. Our recovery is powered by the same drivers that have shaped our business since we launched Rocket Delivery over 10 years ago, a relentless focus on [ WOW-ing ] customers across selection, price and service. That experience was built or many years and billions of dollars of investment and one which we believe continues to widen its lead in the market. The customer behavior we've seen since the data incident reinforces this. For example, the vast majority of WOW members never left, and they have continued to compound their spend at double-digit rates throughout this period. Of those who did leave, the majority have come back and picked up where they left off, resuming the levels of spend they were at before the incident, and they're now compounding alongside the members who stayed. Through the end of April, we've closed nearly 80% of the decline in WOW memberships that followed the incident through a combination of those returning members and strong new sign-ups. New WOW sign-ups and churn have returned to historical stable levels. Across the board, customers are reengaging in ways that reflect the conviction they've long placed in the Coupang experience. It's worth to spend a moment on how this recovery shows up in the reported numbers in Product Commerce. Year-over-year growth will take time to fully reflect the underlying recovery. The months of pause compounding from the effective period continue to weigh on the comps even as customer behavior normalizes. Our revenue growth rate trajectory from January to March is running ahead of historical patterns, and we expect the year-over-year comps to continue improving throughout the year. Turning to margins. Two distinct factors are pressuring profitability this quarter, and I want to describe them separately because they behave very differently going forward. The first is the customer vouchers we issued in response to the incident. These are onetime in nature. The bulk of the impact is contained to Q1, with a modest tail into the first part of Q2. The second is a set of temporary inefficiencies in our network. Our capacity build-out and supply chain commitments are all made well in advance, calibrated to a demand trajectory we project based on a stable, predictable customer pattern. That's how we manage cost to serve efficiently, and that's the path we were on before the incident. When an external event of this kind disrupts that pattern, actual demand falls short of what those commitments were sized for, and we carry the cost of underutilized capacity and inventory secured through the period. As demand returns to a predictable curve, we expect our capacity and supply chain to come back into balance and the inefficiencies to work their way out. We're adapting our network and supply chain through this period as we did when we came out of COVID, and we expect those adjustments will show up progressively in the P&L. Stepping back from the near term. We believe the long-term drivers of margin expansion at Coupang remain intact and continue to improve. We expect operational efficiencies across our network, supply chain optimization, ongoing investment in automation and technology and the scaling of our margin-accretive categories and offerings to drive further margin expansion over the long term. We expect annual margin expansion to resume next year, and we have strong conviction in the underlying margin potential of the business over the long term. Beyond the recovery, the work of building the business continues. Selection remains the primary lever for unlocking the underlying growth potential in our Product Commerce segment. A meaningful portion of what customers want to buy is still not available on Rocket. And we believe the combination of our first-party catalog and Fulfillment and Logistics by Coupang is the path to closing that gap at scale. Automation and AI across our services, including our Fulfillment and Logistics network, continue to improve service levels and lower cost to serve in parallel, and we expect them to be meaningful contributors to both the customer experience and margin expansion in the years ahead. Turn to Developing Offerings. In Taiwan, we're building the foundation for a truly differentiated customer experience. Our own last-mile delivery network, which guarantees next-day delivery now covers the vast majority of our volume and that coverage continues to expand. We're still in the early stages of bringing the full Rocket Delivery experience to Taiwan customers. But even at this stage, the response from customers has been remarkable. Cohort retention behavior is reminiscent of what we saw in the early years of Product Commerce in Korea. Our conviction in the long-term opportunity, both to WOW customers and to generate attractive returns on the capital we're deploying grow stronger each quarter. Given that conviction this year, our focus in Taiwan is on building the foundation for an unparalleled customer experience and durable growth over the long term. That means deliberate long-term investments in network design, last-mile logistics build-out and supply chain improvements, the kind of foundation that takes time to lay, but that will define the customer experience and competitive position of the service for years to come. In Eats, as I mentioned, the recovery is following a similar path to Product Commerce, which speaks to the strength of the customer value proposition we are building across both services. In Developing Offerings, our approach is unchanged. We start with small investments, test rigorously and deploy more capital only into opportunities we believe can generate lasting customer WOW and durable cash flows. We remain disciplined capital allocators taking the long view. Our recovery is ongoing, and we have more work ahead. We're focused on continuing to build and improve on the experience that brought customers to Coupang in the first place across Product Commerce and Developing Offerings. I'll now turn the call over to Gaurav to walk through the financials in more detail. Gaurav Anand: Thanks, Bom. As we guided coming into the year, Q1 reflected the impacts from last quarter's data incident, and our results are consistent with the trajectory we outlined in February. The underlying business has continued to strengthen as we have progressed through this period, and we expect the impacts on Product Commerce to diminish as we now move further from the affected quarter. I will first walk through the segment operating results and then speak to our consolidated performance. In Product Commerce, we reported segment net revenues of $7.2 billion, growing 4% on a reported basis and 5% in constant currency. As we look at each month within the quarter, the constant currency growth rate adjusted for timing of holidays reached its low point in January and accelerated sequentially in February and March, consistent with the recovery that we had described earlier. Product Commerce active customers for the quarter were 23.9 million, growing 2% year-over-year but down 3% over last quarter. The sequential decline reflects the lagging effect of the data incident on the metric because active customers are measured on a trailing 3-month basis and the incident occurred late in Q4. The affected period is more fully reflected in this quarter's count than in the last quarter. The most recent trend is the more meaningful signal. We have seen stabilization and improvement in the underlying metrics this quarter with encouraging momentum in account reactivations and new customer growth. The recent positive momentum in WOW membership, we spoke to last quarter has also accelerated over the past few months. As we noted, the vast majority of our members never left, and through the end of April, we have closed 80% of the decline in WOW membership that followed the incident. And the majority of WOW members who left have returned and they have resumed the levels of spend they were at before the incident. Product Commerce gross profit for the quarter was $2.2 billion, with a gross profit margin of 30.3%. This represents a contraction of approximately 100 basis points year-over-year and 160 basis points quarter-over-quarter. The decline in gross profit margin is the result of near-term factors tied to the data incident, including the impact of vouchers we issued in response to the incident and the temporary inefficiencies in our network such as excess capacity and supply chain commitments positioned against our pre-incident demand curve. We believe the long-term drivers of margin expansion at Coupang remain intact and will continue to compound, including operational efficiencies, supply chain optimization, ongoing investment in automation and technology and the scaling of our margin-accretive categories and offerings. We expect them to resume driving margin expansion and their underlying impact to become more evident as we move past these temporary inefficiencies. Segment adjusted EBITDA for Product Commerce was $358 million for the quarter, resulting in an adjusted EBITDA margin of 5%. This represents a contraction of roughly 300 basis points year-over-year and 270 basis points quarter-over-quarter, driven primarily by the gross profit dynamics I just described, along with the near-term pressure from operating costs that were sized for a pre-incident demand curve. We expect this to normalize as we work through those commitments, and we make adjustments. Turning to Developing Offerings. We reported segment net revenue of $1.3 billion, growing 28% on a reported basis and 25% in constant currency. The growth is primarily driven by the hyper growth rate in Taiwan, along with a continued high growth rate in Eats and Rocket Now in Japan. We generated $123 million in gross profit for the quarter in Developing Offerings, down 25% over last year as we continue to make investments in response to the encouraging customer engagement we are seeing across these early-stage offerings. Segment adjusted EBITDA losses were $329 million, consistent with our expected cadence of investment, underlying our full year guidance of between $950 million and $1 billion in segment adjusted EBITDA losses that we communicated last quarter. On a consolidated basis, we reported total net revenues of $8.5 billion for the quarter, representing growth of 8% on both a reported and constant currency basis. This is consistent with the 5% to 10% constant currency growth rate range we guided to last quarter. Consolidated gross profit was $2.3 billion with a gross profit margin of 27%, a contraction of approximately 230 basis points year-over-year and 180 basis points quarter-over-quarter. This margin compression reflects the temporary impact that I outlined in Product Commerce from the data incident along with the increased level of investment in Developing Offerings. OG&A expense was $2.5 billion or 29.9% of total net revenues, roughly 250 basis points higher than Q1 of last year. The year-over-year increase largely reflects 2 dynamics. Much of our cost base was sized for the demand trajectory we were on before the incident, which creates a near-term gap between cost base and current revenue. And the increase in operating costs within Developing Offerings consistent with the levels of investment we are making to support those growth initiatives. Our losses before income taxes was $255 million and we incurred income tax expense of $11 million. Our effective tax rate this quarter was elevated because the losses in our early-stage operations in Taiwan and Japan don't generate offsetting tax benefits at the consolidated level. We anticipate an effective tax rate of between 75% to 80% for the full year. We continue to expect this to normalize closer to 25% over the long term. We are reporting an operating loss for the quarter of $242 million and net loss attributable to Coupang stockholders of $266 million, resulting in a diluted loss per share of $0.15. Consolidated adjusted EBITDA was $29 million, resulting in an adjusted EBITDA margin of 0.3%. This represents a contraction of approximately 450 basis points year-over-year and 270 basis points quarter-over-quarter, driven primarily by the Product Commerce gross profit dynamics from the data incident and the increased level of investment in Developing Offerings. On cash flow, for the trailing 12-month period, we generated operating cash flow of $1.6 billion and free cash flow of $301 million. The year-over-year decrease in trailing 12-month free cash flow is primarily driven by the increased losses in Developing Offerings as well as higher levels of CapEx. This quarter, we also repurchased 20.4 million shares of our Class A common stock for $391 million. Our Board of Directors has recently approved an additional $1 billion to be added to a stock repurchase program as part of our broader capital allocation strategy to generate meaningful returns for our shareholders. Now a few final comments on our outlook. For Q2, we anticipate consolidated constant currency revenue growth of 9% to 10%. We also expect our top line growth rates to continue improving over the course of the year as the impacts from the data incident diminish. We also expect consolidated adjusted EBITDA margin year-over-year contraction of approximately 300 to 400 basis points for Q2, primarily reflecting the near-term factors from the recent data incident. As we have noted, the long-term drivers of margin expansion remain intact. As we work our way through the temporary inefficiencies in our network, we expect margins to improve throughout the year with annual margin expansion resuming next year. The levels of service and value we are able to consistently provide to customers and the response we increasingly see from those customers give us confidence that the recovery will continue to build through the year, and we remain intensely focused on delivering moments of WOW for our customers every day. Operator, we are now ready to begin the Q&A. Operator: [Operator Instructions] The first question is from Eric Cha with Goldman Sachs. Minuh Cha: I have 2 questions. First one is, would you say, given the returning WOW members and probably higher demand visibility into the second half, the timing difference of demand and investment could be somewhat resolved in second half. And if so, would the 2027 margin would have profitability expansion over 2025 level? So that's the first question. And the second question is, did the Developing Offerings guidance you gave previously, did that include the voucher impact? And I don't think it is, but any likelihood the annual guidance may be revised higher, given the annualized loss in first quarter was a bit higher than expected. Bom Suk Kim: Eric, thanks for your question. I think it's worth going a little bit deeper into the margin point that you raised. I mentioned earlier that some short-term factors are in play, like customer vouchers as well as temporary inefficiencies. On the latter point, let me take a moment to explain how our cost structure works because I think it's important context for understanding both this quarter and the path forward. A meaningful portion of our cost base is fixed and built in advance. That includes our fulfillment centers, logistics network, supply chain commitments we make to partners as well as headcount we secure to operate all of it. And none of these decisions are made on a quarter's notice. A new fulfillment center takes substantial time to plan, build and bring online. Supply chain commitments are negotiated with significant lead times. And as you can imagine, hiring and training our people is something we do well in advance of when we need them. And we size all of these against the projected demand curve. That's what we expect customer demand to look like quarters and in some cases, even years from now based on the trajectory we're on. When demand follows that curve, our fixed cost base operates at the utilization we plan for and our cost to serve looks the way it should. And that's how we've consistently expanded margins over time. When an external event temporarily disrupts that curve, demand falls short of what those costs were sized for. The fulfillment centers are still there. Supply chain commitments are still in place. The teams are still on payroll, but the volume flowing through is lower. So our utilization of those costs is temporarily below target. And that underutilization shows up directly in our gross margins and our adjusted EBITDA. It's the same dynamic that played out when we came out of COVID, when capacity built for one demand curve, we're suddenly serving a different one. And when this happens, we have typically 2 choices. The first is to make dramatic changes in the short term to try to hit some short-term number, close facilities, reduce head count and so forth. That option is available, but we believe it's the wrong one for our business and our customers in the long run. We'd be unwinding capacity that we know we'll need again as the recovery continues and unwinding now to rebuild it later, especially with the lead times so that some of these things have is not only disruptive but highly inefficient. And the second choice that we have is to absorb that temporary underutilization knowing that as growth recovers demand catches up back up to the cost base and the utilization returns to target. And that's the choice we're making. And we're making this -- we're managing this period actively. We're adapting our network where appropriate, much like we did coming out of COVID. But our overarching posture is that the cost base we've built is the right one for the path we're on, and we're not going to dismantle it for a temporary dislocation. And as the recovery progresses, utilization rebalances and the margin pressures work their way out. And that's the mechanism that gives us confidence in resuming annual margin expansion next year. Gaurav Anand: Eric, on your question regarding the DO losses, the $329 million loss in Q1 is in line with what we had expected. And our full year Developing Offerings investments remain tracking to the $950 million to the $1 billion range we had given. It includes a voucher program that we have provided. So Developing Offerings, again, is in early foundational building stages with lots of moving pieces across initiatives and a lot of decisions being made at regular intervals. We are watching -- continue to watch it closely, and we'll continue to update you as the year unfolds, if anything changes. Operator: Our next question will come from Jiong Shao with Barclays. Jiong Shao: I have 2. I'd like to perhaps ask one at a time if that's okay. I was just wondering, firstly, would you able to sort of sort of help us quantify a bit about the voucher impact in Q1 on revenue or EBITDA for Product Commerce and to deal given some vouchers for [indiscernible] some vouchers for Product Commerce or to whatever degree you are willing to share? That's my first question. Gaurav Anand: Sure. Let me take that. So regarding the $1.2 billion voucher program, our primary objective has been to ensure that our customers felt valued and supported during this challenging period. The redemption levels were consistent with our internal expectations. And from an accounting perspective, the vouchers are netted against the revenue. So they did have an impact this quarter on both revenue growth and margins. So as we noted earlier, with the voucher utilization period extending into the first few weeks of April, we do expect there to be a modest impact in Q2 also. Jiong Shao: Gaurav, if I may, just follow up on that. I believe your vouchers are expiring in about 10 days, so the impact for Q2 should be much smaller. But at the same time, you are guiding your Q2 EBITDA to be down 3 to 4 points year-over-year. Was that just because of the sort of the scale of the operation Bom talked about earlier, like you sized that up for certain scale. Now there's a lot of fixed cost? Are there other reasons that's driving the 300 to 400 basis points decline year-over-year on the group EBITDA for your Q2 guide. Gaurav Anand: Yes. Jiong. As Bom mentioned earlier, we had planned fixed capacity, both that shows in gross margin and our OG&A to be at the levels which were higher than the current trends that were created by this event. So because of that, the continued margin Q2 guidance is what we said it is. Jiong Shao: Okay. Okay. My second question is that we have seen some media reports -- my apologies if they're not final or official, that Bom has been designated as a head of the [ Jabil ]. For those of us who are not super familiar with this sort of thing in Korea. I don't know. Could you talk about like what does that mean? Does that mean anything different for shareholders for corporate governance if that matters at all? Gaurav Anand: Sure. We are aware of the recent designation in Korea and are carefully reviewing it. As always, we continue to be committed to complying with all regulatory requirements in all the jurisdictions where we operate. We'll continue engaging consecutively with all our regulators and work through all our obligations as needed. That's as much we can share at this time. Operator: [Operator Instructions] Our next question comes from Stanley Yang with JPMorgan. Stanley Yang: I have 2 questions. First question is, you mentioned already about the WOW members trend. So when do you expect your WOW users to be recovered to your pre-data bridge level? And what would be the normalized annual addition of WOW users after your full recovery? My second question is, is there any change in your Developing Offerings loss mix between Taiwan and Japan. When or at which scale do you expect Taiwan loss to pick up and start declining? I also would appreciate your comment on the operating trend of the Rocket Now in Japan? Bom Suk Kim: Stanley, thanks for your question. In terms of specific dates, I think we're focused more on the trajectory and the underlying customer behavior more than on any date for recovery. I think there are some very helpful and informative signals that we're seeing in the customer behavior that's worth noting around our WOW membership. And as we mentioned, not only is WOW membership numbers being driven by new sign-ups, but it's also driven by members who are returning. The vast majority of our WOW members never paused in the aftermath of the incident. They continue to compound at double-digit rates, the same way they have for years. And the minority who did pause are returning rapidly. And the majority of them have returned in a very short period of time. And just as importantly, they're resuming their prior levels of spend, not splitting that share of wallet with the alternatives. And we've now closed nearly 80% of the decline in WOW memberships that occurred after the event with a combination of those returning members and strong new sign-ups, which are along with churn back to historical levels. And I think what's helpful to know is that all of those patterns are consistent with an event-driven disruption working its way out, not with a structural shift in our position. And the fact that our -- the vast majority of the customers never paused, they continue to compound at double-digit rates, and the members who paused are returning rapidly and picking up their spend right where they left off and continuing to compound is confirmation of our view that we're returning to the same drivers that have been powering our growth for years in the past. Those customers continue to value the Coupang experience and are not finding that value proposition somewhere else. And that's what we believe will continue to power our growth in the years ahead. Gaurav Anand: And regarding your question on Taiwan and investment. Taiwan continues to grow at hyper growth rates. We are very excited about it and the future that it holds for us. The investments, we were not splitting out investments between different initiatives. Right now, we allocate capital, just based on where we see the opportunities are the strongest. And each initiative is at a different point in the life cycle. But... Bom Suk Kim: In Taiwan, as I mentioned earlier, we're prioritizing, building the foundation for an unparalleled customer experience. We're excited to be entering a lot of these very exciting foundational building -- foundation-building stage of the journey, such as network design, supply chain improvements. We now have provided access to our next-day delivery experience to a majority, a vast majority of consumers in Taiwan, and it already represents the vast majority of our volume, and we're continuing to strengthen that last-mile delivery network, not only to increase access, but to improve the levels of service that we provide. And we're also investing to expand aggressively the selection that customers can purchase on that network across more categories. Operator: Our next question will come from Seyon Park with Morgan Stanley. Seyon Park: I also have 2 questions. First is just on the macro picture overall. I think industry-wise, we've started to see a bit of the acceleration in e-commerce growth. And just given the K-shaped economy that we're kind of seeing, I kind of wanted to get your views as to whether we are seeing any signs of slowing for the e-commerce industry overall or whether it's some seasonal factors that are also impacting it, given Coupang is now a big chunk of that e-commerce. Clearly, the impact that we've seen from the data breach may also have impacted the growth of the overall industry as well. So I just kind of wanted to get management's view on how they see just the overall industry growth. There seems to be a lot of conflicting data. Obviously, GDP was also stronger. So any views there would be much appreciated. The second question is really on the buyback. You announced that another $1 billion has been approved. It does seem like the cadence of the buyback is starting to accelerate. And hence, just wanted to get some guidance or any comments as to whether we should see a higher cadence of buybacks in the coming quarters? Bom Suk Kim: Seyon. I think from our perspective, we're always much more focused and obsessed with our customers, how our customers are behaving. And we ultimately believe the biggest drivers of customer behavior are -- is the experience that we're providing. We've seen that consistently through ups and downs in the macro over the many years that we've served our customers and the markets that we operate in. I think there's some important, again, things to maybe point out again that we've always seen for years our customers compounding their spend, and the vast majority of customers who remain with us and did not pause continue to compound at double digits, very healthy rates. The customers who have returned, the majority of customers who -- of the minority that paused, who've returned have picked up exactly where they've left off and are now also compounding alongside them. So I think a lot of the behavior that we're seeing is still very strong on that front. I do think it's also important, maybe you are seeing some discrepancy also in the underlying behavior that I'm talking about and the numbers you may be seeing this quarter and -- because the year-over-year growth rate this quarter doesn't move in lockstep with that underlying customer behavior that I'm pointing out. And maybe I'll take this opportunity to explain also how growth at Coupang normally compounds. Each month, our existing customers grow their spend with us and new customers join and start building their spend over time. Both of those streams add to our base and keeps getting larger. That's the engine that has produced our historical growth rates. That's been remarkably consistent for us. And I think we've shared [ core ] data in the past. We shared it regularly. That's really an important health metric for us. And through again, ups and downs on the macro, that engine of existing customers continue to compound, new customers joining and building their spend over time, those 2 streams are really the engine that produces our growth rate. Now when an external event interrupts that cycle for a period, 2 things happen. First, the customers who pause stop adding to that base for the months that they've paused. And the new customers who would have joined during that period don't join at the usual pace. And second, this is the subtle part, we lose the months of compounding of that customer spend that we typically observe with both streams. And once a month is gone, you can't get it back. And now even if everything underneath fully recovers, past customers come back at prior spending levels, new acquisitions return to historical pace. The year-over-year comparison still carries the weight of those lost months. And this year's revenue is now missing the months of compounding that didn't happen during that affected period, while last year's revenue also included -- sorry, the last year's revenue included all 12 months of uninterrupted compounding. So the 2 sides of the comparison are no longer symmetric. And this effect works its way out as we've lapped the affected period. And after we've lapped the affected period, that's the point at which the comp returns to being apples-to-apples. And this also probably gets to a little bit to Eric's earlier question as well about our growth rate this year. While we see very encouraging and positive signs in our customers returning, picking up their spends where they left off, growing and compounding. We see very healthy compounding behavior underneath because of the lost months of compounding. You'll see our Y-o-Y growth lag and will be behind the demand curve that we projected for our fixed cost. And a lot of the -- that's the earlier point that I made about cost dynamics. So some of the things that Eric was asking about, I think, are -- can be gleaned from -- or some of the things that we want to point out can be gleaned from what I'm sharing here. But hopefully, this gives you a fuller picture of how we think about growth and the drivers of growth. Operator: We will now take our last question from the line of Wei Fang. Wei Fang: I have 2. First one is a follow-up on an answer to the prior question on your 2Q EBITDA guidance. I don't think you mentioned any impact from the fuel inflation. Just want to understand if that's included there and also if you can help quantify for us? And the second question is on competition. I understand that some Chinese e-commerce players are now growing their MAUs nicely in Korea as well. I think they combined maybe more than 10 million of already in terms of users. I know maybe the spending levels is not there yet, but can management give us some overview on the landscape, maybe today versus a year ago, anything has changed. And maybe anything -- any comment you can give in terms of like a 3P take rate in the business? Bom Suk Kim: Wei, thanks for your question. We've always operated in a in highly competitive markets. And we've had many new entrants, many players. It's one of the most dynamic spaces and industries that you can operate in. And over many years, what we've learned over and over again that kind of what matters most is the customer experience and staying relentlessly focused on customers and not what any set of competitors or individual competitor does. The markets that we're operating in are large. We represent just a small share in each of them, and there's room for many winners. I think what we believe ultimately drives growth is the differentiated value we provide to customers, the combination of selection, price and delivery that no one else offers. I think we're very encouraged, as I mentioned, that the customers who -- the vast majority of customers who stayed with us through the affected period over the last couple of quarters have continued to compound at double-digit rates as they have for years. The customers who've come back have not split -- have returned to their old levels of spend and have not split that spend with other alternatives. That's also, we think, a good sign that they really value what we're providing, the Coupang experience and not finding that value proposition elsewhere. And that value proposition is really the engine of our growth. It's really what we're focused on making even more valuable for our customers every day. And that's what we believe will really determine our success in the years ahead. Gaurav Anand: Yes, I'll take the -- I'll respond to your question on the impact of oil prices. So with the increase in fuel prices, not going really into effect until late Q1, we saw a very small impact on our operations this quarter in Q1. We benefit from the efficiencies created by our end-to-end owned supply chain and logistics infrastructure and processes. And looking into the near future, we keep our focus on continuing to create the best experience for consumers, while we also are driving operational excellence. We don't see this -- the oil prices having a significant or material impact in Q2 so far, and we'll continue to monitor it. On Q2, again, even though we guided our margins to where we did, there is no structural change in our entitlement and over time, what we see. Operator: This concludes today's conference call. Thank you, and you may now disconnect.
Operator: Hello, everyone. Thank you for joining us, and welcome to Corebridge Financial Inc. First Quarter 2026 Earnings Call. [Operator Instructions] I will now hand the conference over to Isil Muderrisoglu, Head of Investor and Rating Agency Relations. Please go ahead. Isil Muderrisoglu: Good morning, everyone, and welcome to Corebridge Financial's earnings update for the first quarter of 2026. Joining me on the call are Mark Costantini, President and Chief Executive Officer; Chris Filiaggi, our Interim Chief Financial Officer and Chief Accounting Officer; and Lisa Longino, our Chief Investment Officer. We will begin with prepared remarks by Mark and Chris, and then we will take your questions. Today's comments may contain forward-looking statements, which are subject to risks and uncertainties. These statements are not guarantees of future performance or events and are based upon management's current expectations and assumptions. Corebridge's filings with the SEC provide details on important factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Except as required by the applicable securities laws, Corebridge is under no obligation to update any forward-looking statements if circumstances or management's estimates or opinions should change and you are cautioned to not place undue reliance on any forward-looking statements. Additionally, today's remarks may refer to non-GAAP financial measures. The reconciliation of such measures to the most comparable GAAP figures is included in our earnings release, financial supplement and earnings presentation, all of which are available on our website at investors.corbridgefinancial.com. With that, I would now like to turn the call over to Mark and Chris for their prepared remarks. Marc? Marc Costantini: Good morning. and thanks for joining us. I'd like to formally welcome our CFO, Chris Filiaggi, to the call as well as our Chief Investment Officer, Lisa Longino, I'll begin this morning with a recap on the strategic rationale of our transformative merger with Equitable and an update on progress we've made to date followed by some observations on the current market environment and our corporate business model performed in the first quarter. I'll also spontalize some of the actions we're taking to win with customers. Turning to Slide 3, we are bringing together 3 outstanding franchises to create a diversified financial services company with leading positions in retirement, life, wealth and asset management. Together, we will have more than 12 million customers and $1.5 trillion in assets under management and administration. Our combined distribution capabilities will be formidable. We will have a large multichannel distribution ecosystem to reach the broadest possible customer base. Our enhanced scale will drive significant synergies, $500 million in expense synergies plus meaningful upside opportunities from additional revenue tax and capital synergies. Our greater scale should reduce our cost of capital to help us provide better customer solutions at lower cost, allow for greater investment and strengthen our ability to attract top talent. The transaction will allow us to further diversify our source of income, which helps provide resilient earnings across market cycles. Our growth prospects will be considerable across the combined company's businesses with our integrated model allowing us to capture the full value chain. The balance sheet of the combined company will be robust. By 2027, we expect earnings to exceed $5 billion per year, cash generation will be strong and consistent, topping $4 billion per year. The merger will be immediately accretive to both earnings per share and cash generation. both of which should increase to 10-plus percent by year-end 2028. Turning to Slide 4. The upside potential for all our businesses will be strengthened with the merger. In individual retirement and life, we will have meaningful revenue synergies. For example, our fixed and fixed index annuities will complement Equitable's annuity offerings and their variable universal life product will complement our life offerings. Together, we will be a leader in the [indiscernible] group retirement space with a large workplace distribution force. We will have more capabilities and balance sheet capacity to support our growth in institutional markets. In the combined company's asset management and wealth management businesses, Alliance Bernstein will have nearly $1 trillion in AUM and we'll have over 5,000 advisers to drive growth. We are making good progress on steps required to close this transformative transaction. We already have completed a vast majority of our regulatory filings, our Form S-4, including the shareholder proxy statement will be filed with the U.S. Securities and Exchange Commission shortly. We believe the shareholders of both companies will approve the transaction, given its compelling rationale. The executive team of the combined company has been determined and will be communicated soon. I'm confident we have the right leadership to execute on all our strategic objectives. Both companies have established integration management offices that are hard at work planning a seamless integration that captures the full value of the synergies. Finally, an important update on the timing of share repurchases. As we indicated in the 8-K filed earlier this month, we are exploring undertaking share repurchases prior to the closing of the merger including during the period from filing the preliminary proxy with the SEC until we mail the final proxy to shareholders. We also continue to expect another opportunity when we can repurchase shares after the shareholder board December, subject to normal blackout periods. Any remaining capital we plan to deploy will be facilitated post close likely through an accelerated share repurchase. Turning to Slide 5. Corebridge demonstrated strong performance driven by favorable industry demographics and sustained customer demand in the first quarter. Despite facing heightened market volatility and competition, our disciplined approach continues to deliver solid results. Our wide array of product and service offerings enable us to meet a wide variety of customer needs, enhance the stability of our financial results and allow us to allocate capital where returns are the highest. Our powerful balance sheet continues to give us financial flexibility and our disciplined execution shows up in everything we do. Our overall performance in the quarter was strong. Excluding variable investment income and notable items, year-over-year operating earnings per share were up 13% and adjusted return on equity was up 120 basis points. The foundation of our success is winning with customers and I include our distribution partners and plan sponsors in that category. We were proud to be ranked #1 by J.D. Power for partner satisfaction and annuity distribution. This validates our strategic focus on the adviser experience and our goal of being the easiest firm in the industry to do business with. We also continue to see strong momentum in our Group Retirement NPS and with planned sponsor satisfaction rising year-over-year. I'll have more to say about how we're investing in customer experience in a minute. In Individual Retirement, we delivered strong sales of $4.3 billion, while maintaining pricing discipline and consistently positive net flows. The market outlook remains positive -- the Peak 65 surge is continuing with another 4 million Americans hitting that retirement milestone this year. In Group Retirement, we continue to see the transition from a spratifee-based business. Fee-based earnings are approximately 60% of the total with advisory and brokerage assets rising to all-time highs, growing 14% year-over-year, benefiting from record levels and net inflows. In life, excluding VII and seasonally higher mortality, we continue to deliver earnings within our guided range, reinforcing a stable earnings for the company. And in institutional markets -- the underlying business continues to grow with an 18% increase in reserves. We issued $1 billion of guaranteed investment contracts in January, including our first-ever Canadian dollar-denominated GIC. The pension risk transfer pipeline remains healthy with greater activity expected in the second half of the year. I believe the key to our success will be a relentless focus on putting the customer at the center of everything we do. Our road map is simple: to deliver a differentiated customer value proposition, be the easiest company to do business with and maintain a world-class distribution. That is how we generate more value for customers and investors alike. As I said on my first earnings call 3 months ago, we're going to make the investments needed to improve the customer experience. Those efforts are well underway at Corebridge in 2026. A few highlights. We've launched a customer council steered by the executive leadership group and comprised of cross-functional senior leaders from across the company. They are showcasing key initiatives, sharing best practices, identifying quick wins and above all, ensuring we maintain a customer-first mindset. Across our retail operations, we're modernizing how new business is onboarded by further enhancing digital submissions, strengthening upfront suitability checks and improving real-time application status, all of which has removed uncertainty, delay and friction from the process. We've launched a new wealth management digital experience last month that allows clients to seamlessly navigate their product and service relationship with us and stay connected with their financial adviser. We're moving permanent life products onto our digital submission platform, and we're launching a new payroll platform that makes it easier for group retirement plan sponsors to integrate their payroll data with us. In closing, we're excited about the future of our business. Externally, powerful demographic tailwinds are creating a large market opportunity. Internally, our customer-first mindset and emphasis on operating at speed will enable us to capture a significant share of that opportunity. The result will be a company that delivers significant growth in earnings per share cash generation and shareholder value. This is true of Corebridge today and will continue into the future as a combined company. With that, I'm pleased to turn the call over to Chris. Christopher Filiaggi: Thank you, Marc. I'm excited to join today's call and will provide further color on our performance for the first quarter. Starting with Slide 6. Our results this quarter underscore the strength of the Corebridge model, consistent growth and active capital deployment balanced by expense control and portfolio optimization. Performance was largely in line with our guidance from the fourth quarter, highlighting our diverse stable earnings patterns and agility and capital management. We reported adjusted pretax operating income of $629 million and earnings per share of $1.05. The first quarter results were impacted by underperformance of our variable investment income. Excluding the impact of VII and notables, EPS increased by 13% year-over-year, demonstrating the underlying strength of our core businesses. VII returns were impacted by several components including positive alternative investment returns, offset by unrealized mark-to-market losses on investments accounted for at fair value with changes in fair value reported in adjusted pretax operating income. Adjusting for long-term alternative investment returns and notable items, we delivered a run rate operating EPS of $1.17, representing a 9% increase year-over-year. Finally, adjusted ROE was 10.6% or approximately 12% on a run rate basis. Excluding VII and notables, this reflects a 120 basis point increase year-over-year, underscoring our commitment to consistent profitable growth. Turning to Slide 7. Our businesses continue to evolve, delivering highly diversified sources of earnings and strong, stable cash generation regardless of the market environment. Our core sources of income, excluding alternatives and notable items, increased 1% year-over-year with some variation in the underlying components. Fee income increased by 9%, driven by growth in assets under management and advisory alongside favorable market tailwinds. Spread income increased by 1%, which is in line with our guidance around the earning of the majority of the 2025 fed rate cuts. To put that in perspective, had those rate cuts not occurred base spread income would have been approximately $20 million to $25 million higher. Underwriting margin decreased 2% year-over-year due to exceptionally favorable mortality in the first quarter of 2025. Lastly, general operating expenses were in line with our expectations. This reflects ongoing investments we are making in our platform, as Mark highlighted earlier, as well as typical first quarter seasonality. Looking ahead, we remain fully committed to disciplined expense management and improving our operating leverage over time. Turning to Slide 8 and looking at our capital position. Our balance sheet continues to be healthy and strong. We ended the quarter with over $1.7 billion in holding company liquidity, supported by our U.S. insurance companies distributing $925 million of dividends in the quarter and our level of liquidity exceeds the holding company's needs for the next 12 months. Capital return to shareholders reached $1.4 billion in the quarter. This included the completion of our planned capital returns related to the VA reinsurance transaction totaling $1.8 billion. Excluding those VA reinsurance proceeds, we maintained our payout target with a payout ratio of 88%. Lastly, our insurance companies remain well capitalized with capital ratios exceeding our targets. Next, I'll review a few highlights from each of our businesses. The details of which can be found in the appendix to our earnings presentation. These results exclude the impact of notable items and variable investment income. Starting with Individual Retirement, we continue to be very positive about this business. The outlook is backed by strong fundamentals and demographic tailwinds that continue to drive demand for our retirement solutions. Premiums and deposits were $4.3 billion, demonstrating growth both sequentially and on a year-over-year basis. Leveraging [indiscernible] first quarter industry projections, we maintained our market share of total annuity sales year-over-year. This includes our newer Vila product, highlighting our success with key distribution partners. Net flows into the general account remained positive at approximately $0.5 billion, contributing to continued growth in the underlying business. We saw surrender activity in line with our expectations. This reflects fixed and index annuities reaching the end of their tender charge periods. As we look at the full year, we reaffirm our estimate for big spread income to be approximately $2.55 billion. While we continue to see some spread compression, we still expect it to level off by the end of 2026, assuming the current market outlook and 2 additional Fed rate cuts. Lastly, AP TOI increased 1% year-over-year, supported by growth in spread and fee income, highlighting the growth in the underlying business. Turning to Group Retirement. We are seeing this business evolve as a growing percentage of the American workforce is reaching retirement age. This demographic shift and the steps we are taking because of it are fundamentally changing how we generate value, moving us toward a more diversified and resilient earnings profile. Continued momentum in our advisory and brokerage initiatives resulted in a record level AUMA and net flows of over $300 million in the first quarter. The strong performance is directly related to our efforts focused on the adviser experience and operational ease of doing business, which is delivering early measurable wins as we continue to invest in the platform. APT line decreased 17% year-over-year. This reflects lower spread income, partially offset by growth in fee income. This transition is intentional. As our clients move into the decumulation phase, we are seeing a natural mix shift away from the spread-based products and towards fee-based income. This aligns with our broader strategy to emphasize capital-light earnings, which now account for nearly 60% of group retirement earnings. Our Life Insurance business delivered another strong quarter, in line with the guidance we provided back in the fourth quarter, reflecting higher seasonal mortality in the range of $15 million to $20 million. This performance is consistent with both our historical experience and seasonal expectations for the start of the year. We generated $850 million in sales this quarter, in line with first quarter expectations. [indiscernible] declined 5% year-over-year. While mortality trends are favorable and aligned with first quarter expectations, they were below the exceptional mortality experienced in the prior year quarter. Going forward, we remain confident in the steady cash flow and stability this segment provides for the broader portfolio. Institutional markets continues to be a consistent growth engine with both underlying reserves and total earnings trending upward. First quarter sales included over $1 billion in GICs maintaining the consistent momentum we've seen highlighting our ongoing commitment to the GIC and FABN market. APT OI increased 15% year-over-year. This growth was underpinned by an 18% expansion in our reserves and a 13% increase in assets under management and administration. Lastly, a comment on pension risk transfer. Sales in this space are inherently episodic. While we expect volume variability from quarter-to-quarter, our pipeline remains strong. We anticipate an uptick in activity we move into the second half of 2026. Next, I'd like to take a moment to address recent headlines regarding the life insurance industry and its investment portfolios. Corebridge has a long-standing history in private placements recognizing that the vast majority of companies today are privately held rather than public. We are able to utilize this asset class to achieve diversification across our portfolio that isn't available through public issuance alone. These assets are a natural fit for our liabilities and allow us to not only capture an illiquidity premium, but to do so with the protection of financial covenants, while maintaining a high-quality investment grade profile. Corebridge maintains control over all aspects of our asset portfolio and risk profile, whether our private debt is originated internally or externally, we maintain rigorous ongoing processes to underwrite, reunderwrite, rate and model our private assets. Out of the $284 billion statutory investment portfolio, $49 billion is in private debt, which is a high-quality diversified book, where 91% of the assets are rated investment grade. To provide further context on our private debt, I'll address a couple of recent areas of focus, beginning with private credit over what we categorize as middle-market lending. Our allocation here stands at $3.3 billion, representing only 1% of our total portfolio. These investments have attractive risk-adjusted returns and we continue to expect [indiscernible] losses in the middle market lending will be yield adjustments and not credit events. Further, within the middle market allocation, our debt exposure to the software sector is less than $300 million and all of it is currently performing. Another area of focus in the financial press has been BDCs, like middle market lending, this represents a small part of our portfolio where we hold $1.7 billion of debt issued by BDCs. Our entire exposure consists of debt instruments with no equity holdings in these originations. We Generally, we are a senior lender in these investments and the average asset coverage ratio is approaching 2x, meaning significant asset impairment would be necessary to impact our position in the capital stack. Given our current exposure, robust management processes and the alignment of our liabilities, we remain very comfortable with our positioning. Our rating migration has been net positive over the last 4 years, and we routinely perform sensitivity testing to ensure we remain well capitalized across all market cycles. In clothing, we remain focused on maintaining a strong balance sheet while generating growing returns to shareholders. Our guidance laid out in the fourth quarter remains largely in place, and we continue to believe 8% to 9% is the appropriate expectation for alternative investment returns over the long term although we do anticipate continued market-driven headwinds based on the current environment. With that, I will turn the call back to Isil. Isil Muderrisoglu: Thank you, Chris. As a reminder, please limit yourself to one question and one follow-up. Operator, we are now ready to begin the Q&A portion of the call. Operator: [Operator Instructions] Your first question comes from the line of Suneet Kamath with Jefferies. Suneet Kamath: Marc, I wanted to start on distribution. Just curious what you're hearing from your distribution partners post the merger announcement, is there anything that we should be thinking about in terms of sort of limitations on how much product they want to get from any one counterparty? Or is that not really a concern? Marc Costantini: Yes. Suneet, thanks for the question. I appreciate it. It's actually a very good question because as we were going through the process with Equitable when we're looking at various levels of synergies, we did challenge ourselves in terms of what I guess I would refer to as dis-synergies. And as we announced it, and both firms obviously reached out to all of our distribution partners. I must say to to our delight, we haven't heard any, I would say, apprehension about the depth and breadth of the the presence will have across these channels. And part of it is because the suite of products, both companies are bringing to the merger are very complementary. So -- so if you even pick the largest distributors on each side, the overlap is de minimis, so and the overall volume and -- at the end of the day, we feel strongly, and this is a strong premise around this transaction that scale matters and the manufacturing depth and breadth matters. And it's easier, we feel for an adviser for he or she to learn a handful of stories and be comfortable dealing with a handful of manufacturers, but when it comes to obviously, the distribution side, but there's a servicing side as well and how they live the brand. So we feel that's value add. So the answer to your question is we haven't heard of any, and we were obviously very pleased by that outcome. Suneet Kamath: Okay. That's helpful. And then, I guess, I just want to make sure we're thinking about this right. When you talk about the $4 billion of cash and the $5 billion of earnings, mean that would sort of imply free cash flow conversion of like 80%, which seems high. So I'm assuming that $4 billion of cash is sort of before holdco expenses, but -- just wanted to get a little bit more color on how you're coming up with those numbers and what they include. Marc Costantini: Yes. Thank you, Suneet. Yes. So the short answer is, you are correct. And that's kind of the pro forma that both firms put out there when we obviously communicated this transaction a month or so ago. And so I'll leave it at that, but that's right. And that's pro forma guidance of where we expect the obviously, operating income to be in the flows, obviously, from the operating entities. And and it reflects, obviously, the very attractive synergies we'll get out of the transaction as well. Operator: Your next question comes from Alex Scott with Barclays. Unknown Analyst: First on how you envision health management strategy evolving over time? I know you're not ready to give revenue synergies, that kind of thing. But Mark, I've heard you talk about Wealth Management. I know Equitable, I think, is maybe even gotten a little further down the road with their build-out of wealth management. How do you expect to leverage that? What are you planning to do on that front, even if you could just provide something more qualitative. Marc Costantini: Yes. Alex, it's great to take here, Voice. So you're right. We -- and the collective we are very bullish on the wealth management space. I think if I objectively look at what Equitable advisers has done and what they've done with that business and the margins and the accretion and the growth of the margins over time and the volume and the AUMs, I think they have wonderful story. And obviously, they have an operating model that's proven to be successful. And they've got 4,500, 4,600 advisers, obviously, in the market. So on our side, I'm going to around about 1,000 advisers we have as part of that business. And we are investing a lot on the infrastructure there to, as you know, cross-sell and upsell, obviously, into those plan participants, and we feel there's a great opportunity there. I think we mentioned in the last call that we think that's upwards of $30 billion of upside there, and we're as Chris mentioned in his remarks, we are harvesting that opportunity right now. Having said all that, your implicit observation there that their platform is more mature and advanced is true, right? And -- so in the category of the devil is in the detail that we are working through now and between now and close that into after close, how we bring both organizations to bear and ensure that 1 plus 1 equals 3, but we are very sensitive to the fact that we're talking about individuals that are larger have clients that want to grow their own book of business opportunistically, and we are being obviously attentive to that as we bring the 2 organizations together and it's too early to tell exactly what it looks like. But we are very, very, obviously, bullish on that business as we look forward. Unknown Analyst: Got it. Helpful. Second one I had is just on artificial intelligence and investment that you're going to make there over time. I heard some of the comments in your introductory commentary around the initiatives you've already got going on some of the digital interfaces that I think you mentioned. How are you coordinating those efforts with Equitable? I mean how quickly can you start working together on AI adoption just given -- I know this transaction probably takes some time to get the closure and so forth, but that a lot of these initiatives are taking shape very quickly in the background. Marc Costantini: Yes. Thank you. That's obviously a very important topic, and I'll give you 3 perspectives. The first one is that each firm is operating independently between now and close, right? So let's assume closest towards year-end. What we do now is compare notes about the history and what we've done and not and develop plans as to how we come together and to integrate the firm, but we operate very much independently until they close. So some of the initiatives that they have ongoing will, I'm sure, continue and some of that we have, which I'll talk about in a second here, we'll definitely continue. We are being thoughtful though if there's overlap in some of these initiatives so that we identify, let's say, the go-forward platform or approach so that when we plan for integration, we reflect that. So the second point I'll make is that, yes, we are accelerating our investment and deployment of AI capabilities. And I want to highlight the point that we want to invest in differentiated outcomes. And what I mean there is that we want to invest heavily in the front end and how do we enable and accelerate the distribution of our products and services to our various channels. And I say this by wanting to arm and facilitate our distribution to provide a better service and guidance and identify faster, the better clients for the products and services that we offer and help people retire with. So that will be -- and that is a very key focus of ours. Then it's enabling a differentiated, I would say, brand and how they live our brand and that comes to the tail end servicing and claims. And I would say that a simple example of what we've deployed over the last few months is digital agents that help our group retirement plans manage their affairs. And as you can imagine, when people call and want to do certain things with their group retirement plan, there's a lot of complexity for the servicing individuals to get to the right information and get the right outcome, and we've got digital agents there now helping surface the right characteristics of every plan and contract that individual has. So that would be one example of how we've deployed it. And I think there will be more as time goes on now. The one aspect, and you've heard me say this last quarter is that obviously, winning with customers and putting the customer at the forefront of everything we do is very important. And obviously, the digitization and implementation of thoughtful AI to our platform will be a key part of getting to that outcome. Operator: Your next question comes from Tom Gallagher with Evercore ISI. Thomas Gallagher: One question on the deal then a separate question on investment exposure. The -- so my question on the deal is the revenue synergies. And Marc, I know you're you're still getting through more detailed estimates for what these opportunities represent. But the fact that you're highlighting it as one of the parts of the strategic rationale for doing the deal, is it fair to assume that this could be material to earnings. I'll define that as 5% or more as a percent of earnings when we look to 2028 and beyond in terms of the potential opportunity here. Or is it more modest? I just want to get a broader sense because I think this is part of the strategic rationale for doing the deal. Marc Costantini: Yes. So thanks for the question. I guess there will be ample revenue synergies that we expect on our transaction. I think we obviously guided towards the $100 billion of assets coming from the corporate side of the equation to AllianceBernstein over time. And that will be from the general account and obviously, the separate account assets. There's a lot of cross revenue synergies about us, corporate selling some of our fixed annuities and fixed index and the resented the accruable advisers channel, which I think -- you've heard, obviously, that there's billions there being written that we have access to. There's a VUL product on their side that was on our design table that we'll be able to introduce and then there's the cross-sell and upsell into these group retirement plans that I was just talking to [indiscernible] actually, I think it was Alex asking. So -- but -- so those now -- it's too early to put a number on it. I wouldn't want to say above or below your number and and provide guidance that we haven't worked through at this point. I think as Robin and I have been mentioning to all of you, we will have an Investor Day in the first half of next year. And at the top of the list or as part of the key aspects of that will be to provide additional guidance on this revenue synergies. So far, obviously, we've indexed on the expense synergies given they were easier to identify as we went through the process, and that's what we're guiding to. And -- but there will be obviously some capital tax and revenue synergies as well tied to the transaction, which is why -- we think this one -- this transaction is obviously appealing on across many dimensions, including this one. Thomas Gallagher: Okay. Fair point. I guess my question on the investment side is -- I appreciate the disclosure on the BDC debt, the $1.7 billion. We've gotten a number of questions on that. And can you -- can you just give a little more clarity on -- I think there's this perception out there that since a lot of the BDCs own risky debt, 10% plus yielding pipe loans, single B quality, how certain investors sort of equivocate that to that must be the risk for that exposure. And I think it's not. But can you talk about how you think about that $1.7 billion of BDC debt, is it all investment grade? I assume it largely is, but how that's very different than the underlying exposures that the BDCs have themselves? Marc Costantini: Yes. Tom, I was going to have Lisa, who's on our call and give you context there. So Lisa, please? Unknown Executive: Okay. Tom, it's nice to meet you. Thanks for the question. Look, the way we think about BDCs is, first and foremost, we look at the larger ones. We look at ones that could be public or really the majority of ours are nontraded. So given they're closed-end funds, they are regulated under the 40 Act, and they have some regulatory covenants in there that help. We view it as the portfolios are highly cash generative diversified pool, first liens with -- I mean, the conservative leverage in the low LTVs. And we spend a lot of time looking at that. And our asset managers will go in and regularly look at the portfolio monthly, how is it doing? What does the cash look like? What is picked, what trades are they doing because it is loan investments and there is leverage at the portfolio of companies, we spend a lot of time doing that. And the risk mitigants really are a significant portfolio diversity in the low LTV and even when we look at stress cases there, it does point to some solid recovery through the unsecured BDC debt because of the structuring. So -- and we really -- we constantly review the asset coverage ratio. So -- and all of this is investment grade, solid investment grade. And as Chris mentioned, we don't have any equity exposure. Operator: Your next question comes from Ryan Krueger with KBW. Ryan Krueger: I think your Individual Retirement sales were roughly flat year-over-year. And I think you said market share was pretty consistent. So that suggests that the industry was also about flat. Just any commentary on why you think sales have slowed at this point. I think the rate environment is still pretty similar to what it was. We obviously have the continued aging of the population. So I just was wondering if you had any perspective on why you think annuity sales have been slowing a bit after the big uptick in the last several years. Marc Costantini: Yes. Ryan, it's Marc. So thank you for your question. Yes, I think as you mentioned, our sales are relatively flat year-over-year and quarter-over-quarter across our individual retirement side. I would note that we continue to have very robust activity in the individual retirement side on [indiscernible] side. And as you mentioned, we continue to believe that the demographic trends are very positive and a tailwind, right? We don't have yet the Q1 market share data, right? So when we guide that we've maintained our share from our perspective, it's based on us accumulating data from our distributors and all that. But our gut tells us that actually our share will have somewhat increased, which which does mean as well, obviously, that the flows across the industry maybe have tempered a bit. I feel that, that is very temporary. And we feel, obviously, here at Corebridge that we purposely obviously have a depth and breadth of product for different obviously, solutions for the Americans as they accumulate savings for retirement and then draw on retirement income, right? And we believe there's robust demand and we don't make a quarter a trend or a conclusion as to what the direction of travel, and we feel that there's still a lot of growth in that space overall. So -- but more to come as all the actual stats come out is what I would say as well. Ryan Krueger: And then just had a question on the Japan commercial partnership you're pursuing with Nippon Life. When you think that could become operational? And how many of an opportunity do you think that could actually be for the company over time? Marc Costantini: Yes. It's a very good question. And we have a very rich and ongoing discussions with Nippon. As you know, and you -- you've mentioned here, Nippon is a very important strategic investor in our firm. There will be obviously a or investor in the go-forward firm. And that stems as well from the core manufacturing opportunities we have with them. Like -- as you've heard me say many times, like brand and distribution matters and you need world-class and they have that in spade and Japan. And -- so we are working on co-manufacturing products. Their economy there is reflating. There's a need for the same products we sell. Having said so, they have a process as well as they evaluate what goes through their distribution channels and what's right for the end consumer there. And we're trying to develop products with them that meet those needs and then they got to be filed. They got to be approved, and they got to be deployed. So I would say that if there's anything that would be announced at a through the course of 2026, if that happens, it takes at least another 9 to 12 months from then to actually have something in market, right, because of the nature of the regulatory process and the finding process and making sure it gets on the appropriate distribution shelf appropriately. So -- so that's kind of the frame I would give you. But we're working in collaboration with our -- obviously, with Nippon there, and I am cautiously optimistic that there will be something that we will do with Nippon over the course of time, but that's kind of the time line. The other thing I'll say maybe is that -- if we look post merger, we have obviously some great asset management, to Alliance Bernstein, and they have a great global presence and that is another part of the equation where we think there's great revenue synergies eventually as we partner across the world. Operator: Your next question comes from Wes Carmichael with Wells Fargo. Wesley Carmichael: First question was on individual retirement. Just on the surrender rate in fixed annuities and FIA that ticked up a little bit sequentially. So just curious if you think that's going to continue to kind of stay that level from here? Was there a bit of maybe just volatility in the quarter from product exiting surrender charge. And did you see any elevated surrender charge income come through in the quarter? Marc Costantini: Yes. Thank you, Wes. I appreciate the question. So I think as we've guided in prior quarters, there is some business that is approaching the surrender charge period across our fixed annuity and fixed connect annuity typically, those products have a 5- to 6-year kind of surrender charge period, and they're getting to the end of that point. So over the course of the '26, '27 and '28, we do see spike in that business maturing, and we would expect to see, obviously, more redemptions out of that just natural behavior and maturity of the block. And -- we do expect and always strive to have net positive flows, right? And -- to the question earlier about the $4.3 billion of flows in a quarter, I'd like to think of our business as a $5 billion of quarter gross flows through various cycles, right? So you're looking at a circa $20 billion annuity book on an annual basis. And we feel that the maturity of the block and as business flows out, that will generate a steady stream of net positive kind of flows to our book. And that's how I would think about it versus looking at any given quarter, but that's -- so we do expect a heightened. But it's natural maturity of the business, not necessarily any type of unexpected behavior from our policyholders. And -- so -- and there's no -- to your -- I think the other question you had was around surrender charge revenue. There's no unexpected, I would say, revenue or headwind tied to that in our business right now. Wesley Carmichael: Got it. That's helpful. And I guess just second question on the insurance company cash distributions in the quarter. I think that was nearly $650 million when you exclude the VA proceeds. And that's up nicely sequentially and year-over-year. Do you kind of view that as indicative of a new run rate? Was there anything in the quarter that maybe favorably impacted that? Marc Costantini: Yes. So I think I'll offer a comment, and then I'll hand it to Chris. I think we had heightened flows from the insurance companies in Q1, and I would expect the run rate to be lower. But Chris, maybe you want to give some color there? Christopher Filiaggi: Yes, sure. Thanks, Wes. Appreciate the question. So first, let me reiterate our guidance on the insurance company dividends. So our expectation was that we would have insurance company distributions at around $2.3 billion in 2026. That does include the dividend to the final $300 million from the Benra Bulls transaction. So that leaves us with about $2 billion of normalized insurance dividends. We did accelerate a portion of our dividends in 1Q. So directionally, you should expect dividends to be lower for the rest of the year, more in the $450 million to $500 million range. Operator: Next question comes from Cave Montazeri with Deutsche Bank. Cave Montazeri: Both of my questions are going to be on the Marc's comment on making [indiscernible] the easiest company to do business with. The first one is on this newly created customer council, the initiatives that they're working on -- are they mainly digital initiatives? Or does that go beyond technology? And maybe can you share some of the quick wins you've identified that you want to start working on next? Marc Costantini: Okay, Cave. I appreciate that question. And we are striving to be the easiest company to do business with. So I appreciate you spiking that out. And yes, so when we launched and rolled out the win with customers, I would say that win with customers was always part of the fabric of corporates and AIG Life and Retirement business. And I think the separation, obviously, to precedents and priorities. So it was always there in the DNA. And when we launched it internally and we communicated this broadly to our employees that we had a mentsense of excitement across the organization to to pivot to and pivot back to this kind of focus. So -- and it was as part of that, that this idea of forming a customer council is that we have a significant, I would say, members of our senior leadership for participating. So now what are they up to -- so they're sharing best practices, they're sharing ideas, they're implementing, to your point, right? And I would say that you saw in some of my prepared remarks there, that we've deployed capability and a lot of it is through digitization to answer your question, right? A lot of it is how do we make the lives of our distributors, of our plan sponsors and our customers easier when they do business with Corebridge, how do we make it more predictable. So -- and I think as you saw there, we are deploying some digital assets and new infrastructure to help employers through payroll deductions and distributions on the Group Retirement side. We are facilitating more straight through processing on the life insurance side, and we are digitizing some of the interactions on the annuity side. And that I'm getting over a cold here, but -- so that's kind of the things that we've been doing, I guess, I would say, Cave. Cave Montazeri: Great. And then my follow-up, somewhat linked to this is, and obviously, merging with Equitable is going to help you be an easier company to do business with, you have more products, et cetera, to offer. But there could also be a bit of a nightmare in terms of integrating the different platforms, IT systems, et cetera. So do you guys plan on kind of trying to run all of the back office for like a better terms separately for a while and just to make sure nothing breaks. Or is there a plan to really just integrate everything under one umbrella as quickly as possible in order to just really optimize the data that you guys have and that they have and really just offer kind of the best experience for the customers going forward. Marc Costantini: Yes, Cave, that's another very good question. And I would say when we worked very closely with our Equable colleagues as part of the identification of the $500 million of run rate synergies, kind of platform kind of what we did with the platform, how they came together and how we pick the best platform on a go-forward basis to best serve the customers was a key part of the -- some of the outcomes here. And there's a lot of dollar investments tied to that, that were planned for. And the teams right now are working through the details of that. And I think as with anything that comes with this type of territory, every business and every function and every infrastructure will be a bit different. And the idea will be to enhance the customer experience, but not be disruptive to the customers as well, right? So I think it's kind of the -- it will depend -- depending on the business and the product line, how we approach it. But the spirit of what you're saying is definitely what we're aiming to achieve over time. But it won't happen day 1, as you can imagine, given the nature and intricacy of the model we need to operate under so. Operator: The next question comes from Joel Hurwitz with Dowling & Partners. Joel Hurwitz: I wanted to touch on variable investment income. Can you just provide some color on on what flows through other variable investment income that was negative in the quarter? And then are you seeing any rebound thus far in Q2? And maybe talk about what you're expecting for VII in the second quarter. Marc Costantini: Yes, I'll have Lisa answer that one. Unknown Executive: Joe, nice to meet you. Thanks for the question. So as Chris went through on VII, we -- in the quarter, we had a bit lower in [indiscernible] in the non-- that was really just nonrecurring marks on otherwise fixed income assets that are held in vehicles. And so it gets marked through operating income versus OCI. That has reversed. So we're not expecting to see that again. In addition, as we look forward into second quarter, in general, we're seeing VII slightly better. We still think second quarter could be below expectations, just given the volatility in the market. Joel Hurwitz: Got it. That's helpful. And then just on buybacks, you have a nice liquidity cushion at the holdco versus your needs. I guess just any commentary on your willingness to significantly draw that down in this open window and particularly if AIG comes to the market with the rest of its stake? Marc Costantini: Yes, Joe, it's Marc. Thanks for the question. So as you noted, obviously, we did $1.25 billion of buybacks in Q1 before, obviously, we went quiet because of the the proceedings that took place with Equitable. As I mentioned in my remarks and as we -- as part of our 8-K filing not too long ago, as we file our proxy, and we expect to later today, we do plan obviously in concert with Equable to go back in the market to do buybacks between the, obviously, the filing and the mailing of the proxies. And we won't guide us to the amount we'll do, obviously, in the market. And -- and we can certainly not speak to what AIG will be -- I know their CEO, I guess, and as part of their year-end call said that the they would like to be out of their holdings of Corebridge by year-end, but we have no insight otherwise, to provide here and know would it be our place to do so. So -- but we -- as we said, we will be active in the market between the the filing and the mailing. And obviously, we intend to be in the market as well after the vote later this summer. So -- and we do have liquidity to deploy, as you say. But we've guided obviously to how much we would do over the course of the year, and we're going to hold to that guidance right now. Operator: Your next question comes from Jack Matten with BMO Capital Markets. Francis Matten: Maybe one on group retirement. I know it's been in transition. I guess, can you help us frame the time line for when Corebridge expects earnings to stabilize in that business? Are we getting close to that point now? Or do you think it's more likely maybe after the merge closes and you see some synergies from that combination? Marc Costantini: Jack, thanks for the question. Our expectation is that there's another 12 to 24 months for this transition to take place. So we we feel that we are trying to pivot this business and are providing this business from fee spread spread business to fee business. And we're seeing green shoots there. As Chris mentioned in his prepared remarks, obviously, we had some very good flows into that business. We're getting to the $20 billion point in terms of fee-based businesses. But there's still room to make headway there. And obviously, the spread level income on that business is heavier than the fee-based, which is why it creates that, obviously, headwind that will take 12 to 24 months from here to work true. To your comment and question, as we try to make that dividend cross-sell and upsell to the participants. Obviously, the merger presents opportunities here in terms of the discussion we had earlier about the Equitable advisers and teaming up with that platform and those individuals to further penetrate our plans. Now -- do I expect that to happen day 1 after the close, No, right? It takes some time for the teams to get together as we mentioned earlier, before we close, we operate independently, right? So we can plan, but we can execute. So -- so I suspect that execution will take place in the first half of 2027, and then we see the green shoots appear afterwards across the various platforms, including this one. So that's kind of our perspective on that. Francis Matten: That's helpful. And then maybe a follow-up on the annuities marketplace. I guess, is your view that the competition is still intensifying in any of the product categories where you currently focus? Or do you think the market is settling in to do a new equilibrium at this point? And then maybe gives you kind of cogen some spreads stabilizing by the end of this year. But I think you said earlier that higher surrenders could potentially persist into next year or 2028. Just looking for any color there. Marc Costantini: Yes. So sure. So 2 perspectives there in your question. The first one was the -- how intense the competition is. And I always find that a very interesting question because I never felt any quarter there was no competition. So the intensity of the competition ebbs and flows depending on who wants to pick their spots where. And you are correct that there's -- at the low end of the curve, there is a lot more capital being deployed there. And as you in our sales, we're being judicious on how we allocate that capital, and we typically redeploy it to our institutional markets business, and you saw us do obviously $1 billion plus of gigs in Q1. And that's how we kind of judge the allocation of capital, but that's what I would say about the market competitiveness of the business. In terms of spreads, we continue to believe that our spreads on the IR business will level off towards year-end. And then given where we are in the interest rate cycle and where spreads are that we will basically expand from that point on. So we still expect, let's say, this year and or thereabouts to be where they would level off and then start growing and we would still guide to what we have set out there last quarter about that business as well. Operator: Your next question comes from Wilma Burdis with Raymond James. Wilma Jackson Burdis: Given the combined scale of Corporate and Equitable and the investments you plan to make in wealth. Is it possible to accelerate the goal of making the wealth business self-clearing? If I'm recalling correctly, this would add quite a bit of margin and I'm estimating over $100 million of annual wealth earnings. So any color you can provide there on the plans? Marc Costantini: Yes, Wilma, thanks for the question. I think you're primarily referring to Equitable's Wealth Advisors business that is not self-clearing yet, and obviously, scale gets you there. And I'm not going to offer a view yet. I'm not -- we're not informed enough to really have any view on that. I understand the economics we're referring to and the potential benefits, but we're not ready to guide to that. And I will wait again to what we do tied to any Investor Day or [indiscernible] about our view on that business and how we think we will continue to grow it. And as I said -- as I mentioned earlier, we are very, very bullish on this business and it's one that's core to our future. Wilma Jackson Burdis: Makes sense. And -- we looked at the commentary that you all have given on capital and tax benefits and calculated that you sort of back calculated it implied about $500 million to $1.5 billion of capital freed up, just the synergies between the 2 companies. Just wanted to check if that estimate is in the ballpark or if there's anything that we are missing or any other directions on [indiscernible]. Marc Costantini: Yes. thank you for that follow-up. I would say that we have not guided to specific capital and tax benefits. I think we've guided to the fact that we think we'll have 10-plus percent EPS accretion run rate after 2028, which will be a combination of factors, which will include those you're mentioning. But more to come on all of that, including the revenue synergies, and I would point back to the discussion with Tom earlier about Investor Day and Robin and myself and others coming to all of you with more specifics across all of that. But we do firmly believe the transaction will be double-digit accretion over the next 24 months, for sure. Operator: Your next question comes from Mike Ward with UBS. Michael Ward: So I was just wondering about kind of the Corebridge brand in the merger scenario. It's certainly younger than the equitable brand. Just wondering based on what you guys saw coming out of AIG, thinking through any kind of shock lapse. Is that kind of done with? Or could there be a temporary uptick post-merger. Marc Costantini: Yes, Mike, thank you for the question. So yes, so we have decided that we are going to go forward with the [indiscernible] brand post merger. Obviously, the [indiscernible] has an incredible history in legacy, a 167-year-old brand. We are obviously going to continue to maintain and invest in the Alliance Bernstein brand, on the asset management side, that brand itself has an incredible cache across all our markets. And which means that we are moving on from the Corebridge brand. And it was not that easy of a even though it's a 3-, 4-year old brand, a lot of people associated with Corebridge had a lot of pride in the brand, and we're a purple very proudly. I think -- but having said so, it's a 3-, 4-year old brand versus a 167-year-old one. So the right decision is to move forward with the [indiscernible] brand, which we will do probably as a combined company. So -- and we don't expect any business ramification out of bringing the brands together, and we actually think it will be value add to represent the collective firm with Equitable and go-forward basis. Michael Ward: Okay. And so -- and then on the -- these proposed changes to the RBC factors for CLOs and collateral loans. Just I was wondering if you guys had any early reads on the potential impact for you? Unknown Executive: Mark, this is Lisa. Nice to meet you. Thank you for the question. Regarding the changes for CLOs, where is going to have incrementally more capital charge for the lower rated tranches and less for the upper -- all our indications are it's going to be a minimal impact to us given the structure of our CLO portfolio. So we're pretty comfortable with that. Operator: We have run out of time, and therefore, we have reached the end of the Q&A session. This does conclude today's call. Thank you for attending. You may now disconnect.
Operator: Good day, ladies and gentlemen, and welcome to the Graphic Packaging Holding Company First Quarter 2026 Conference Call. [Operator Instructions] And please note, this conference is being recorded. I will now turn the conference over to your host, Melanie Skijus, Vice President of Investor Relations. [ Mom ], the floor is yours. Melanie Skijus: Good morning. Thank you for joining Graphic Packaging's First Quarter 2026 Earnings Results Conference Call. Today's presentation will include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations and projections. These risks and uncertainties include, but are not limited to, the factors identified in today's press release and in our SEC filings. We have with us today, Robbert Rietbroek, President and Chief Executive Officer; and Chuck Lischer, Senior Vice President and Interim Chief Financial Officer. During this call, we will reference our first quarter 2026 earnings presentation that can be found in the Investor Relations section of our website at www.graphicpkg.com and company-directed slides if you are participating today through the webcast. Now let me turn the call over to Robbert. Robbert Rietbroek: Thank you, Melanie, and good morning, everyone. As many of you know, Melanie has just rejoined Graphic Packaging as Vice President, Investor Relations, and we are excited to benefit from her leadership in the role. Over the past 4 months, I've been getting to know the team visiting our facilities both domestically and abroad and meeting with many of our customers around the globe. Separately, I'm pleased to report that we have now completed our 90-day review of the business. Our review has confirmed several important conclusions. First, our foundation is strong in points that is consistently validated during by site visits and in discussions with our major customers. Second, we have talented experienced teams, including world-class operators support growth with customers. And lastly, our integrated high-quality asset base and production footprint, enhance our service capabilities, expand innovation opportunities and provide a competitive advantage. All in, we see meaningful opportunity ahead. We're taking decisive focused actions to strengthen our operations and position the business for improved profitability. In the first quarter, we delivered strong performance at the high end of our expectations. Net sales were up 2% year-over-year to $2.2 billion. Volumes were up 1% compared to last year. with volume performance improving as the quarter progressed. Adjusted EBITDA was $232 million. Adjusted EBITDA margin was 10.8% and adjusted EPS was $0.09. While adjusted cash flow was a negative $183 million in the quarter, this represents a significant year-over-year improvement from negative $442 million in the same period last year. As we look at the demand environment this quarter, scanner data across our markets continues to reflect a more selective and value-conscious consumer, our innovative packaging solutions that span the grocery store from the center of aisle to the perimeter and on-the-go foodservice items meet consumers wherever they go. As we proceed to the first half of the year, we are encouraged to see customers increasingly taking actions to store volume growth. Looking across our end markets, Food and Health & Beauty were bright spots for us during the quarter, with higher packaging volumes from value products and consumption of every essentials. Bars, refrigerated ready meals and yogurt continue to perform better due to more protein products entering the market to satisfy consumers' desire for higher protein diets. Health & Beauty, which is primarily an international business for us, delivered strong growth consistent with the trends we saw in the second half of 2025 as consumers continue to prioritize small indulgences like skin care and perfume. Our beverage business remains stable, while food service and household reflect ongoing consumer affordability trends. Now I will provide an update on the results of our 90-day review of the business. The decisive actions we have begun taking to achieve our strategic priorities and an update on our views and expectations for 2026. As I walk through each of these topics, you will note that we are focused on accelerating the pace of execution across our business. That means enhancing operational efficiency and generating free cash flow to drive shareholder value in an evolving market. While we are taking swift action and implementing tactical improvements to drive efficiency, there is still significant work ahead. Our path forward is clear. We're focused on advancing our 5 near-term strategic priorities. First, we are committed to disciplined organic growth and providing exceptional customer service. Second, we intend to drive profitability improvements through cost initiatives, operational efficiencies and select pricing actions. Third, we will continue to optimize operations, footprint and portfolio mix to better focus on our core competencies. Fourth, we will generate free cash flow through inventory rationalization and reduced capital spending. And finally, free cash flow will be used to pay down debt and return capital to shareholders. Over the last 4 months, I have spent time at our Atlanta and Brussels offices, world-class mills and manufacturing facilities, met our talented teams across the globe and witnessed our technical capabilities and commitment to sustainability in action. I visited four of our five paperboard mills and several packaging facilities. Waco in Texarcana in Texas, Stone Mountain, Berry and Macon in Georgia, Elk Grove in Illinois, Kalamazoo, Michigan, Cholet, France and Bristol, England. I have met face-to-face with 6 global CPG customers in North America, Belgium, Switzerland and the Netherlands and engaged with leading QSRs and retailers who deeply value our long-standing relationships These customers have confirmed the value that Graphic Packaging brings as a trusted partner. We are one of the world's most innovative paperboard packaging companies and hold a leading position with a large addressable market, supported by sustainability trends. With the comprehensive 90-day review completed, we are taking decisive steps to optimize our operational footprint, reduce structural costs and impose discipline across capital and operating decisions. I will walk you through our key takeaways, actions and where we will continue to focus our efforts. Strategically, our review has reinforced our commitment to the core North America and European markets, and we will make selective disciplined moves to optimize our portfolio while maintaining our scale advantage. That means expanding with customers in our core markets and driving new growth opportunities through innovation. With regard to our portfolio, we have started to simplify and streamline our business and organization. We recently reached an agreement to divest our noncore assets in Croatia. We are in the final stages of the transaction which we expect to complete in the second quarter. Operationally, our transformation office is driving continued improvements in both our operations and cost structure. We are executing this transformation in real time with a focus on network optimization, disciplined capital allocation and aligning our commercial teams to highest value opportunities. To increase efficiencies and better align with the business environment, we have taken actions to streamline our global workforce and eliminated over 500 roles. The majority of these roles were salaried, including both employee separations and eliminating vacant roles. These were difficult decisions but the changes we have made are based on structural improvements and element to business needs, while maintaining vital frontline operations. Importantly, these actions will not impact our commitment to customer service and growth-focused initiatives. Reductions represent less than 3% of all global roles. Though they account for over 10% of global full-time salaried roles. We are instituting a rigorous capital spend process. One that demands every dollar of spend be justified against our highest priorities. As we continue to progress, we are confident we will deliver on our full year 2026 capital spend commitment of approximately $450 million. To further enhance productivity and operational efficiency, we are deploying AI to streamline areas of our inventory management and procurement processes. We are also utilizing remote monitoring of machine usage and performance, leveraging machine learning to generate predictive analytics and enable proactive maintenance, reducing unplanned downtime. I am confident all these actions will deliver the $60 million in cost savings announced last December and enhance our agility and decision-making, enabling us to move faster, reduce complexity and empower our teams. Continuous improvement is an ongoing effort and we are actively pursuing opportunities for additional cost savings. We will operate with fewer layers, increased focus, more accountability and clear priorities. Concentrating on what drives the greatest impact for our customers, our people and our business. Our efforts and the many actions underway Graphic Packaging, reflect a company focused on value creation. We are committed to strong financial discipline, building a more resilient cost structure and accelerating free cash flow. Chuck will elaborate on this further. I would like to focus now on the aspect of our business that I'm very passionate about, our partnership with our customers. We are focused on driving disciplined organic growth by building on our strong customer relationships and capturing new business through our commercialization efforts. In the face of changing customer growth strategies, we are strengthening our position across categories and have recently reorganized our commercial team to better align globally with customers and to support them through different ages and market conditions. Our customers continue to experience a dynamic consumer environment. While demand is relatively resilient, we recognize that consumers are continuing to prioritize value with about 47% of global shoppers now considered value seekers. Shoppers are switching to private label options, opting for value packs or sizing down to smaller pack sizes at lower price points. To appeal to this value-seeking population, consumer brands and retailers are investing in their product quality and value perception. Leveraging price pack architecture and novel pack designs while also focusing on selling through value-oriented channels. Consumer preference for store brands continues to grow creating meaningful opportunities for our retail partners to enhance their private label strategies and drive sustainable packaging solutions. Recently, we partnered with one of the world's largest retailers to produce packaging for its private label butter using our PaceSetter Rainier recycled paperboard. This is a great example of how we are helping our customers address consumer preferences for more sustainable packaging. By replacing bleached paperboard with 100% recycled alternative the large retailer is making measurable progress towards its sustainability objectives without sacrificing print quality. The private label butter is expense to reach store shelves in the coming weeks and we are proud to support that journey. Our customers are also looking to drive volume growth and gain market share. We continue to see customers selectively upgrade to our premium packaging solutions as our innovative differentiated designs, allow their products to stand out and win on the shelf. We recently partnered with Keurig Dr Pepper to create a premium package for their coffee collective take-up launch. They wanted a premium unboxing experience for consumers to match the elevated coffee blends. We created a custom 2-piece box set utilizing our unbleached paperboard for stiffness and applied mat and glass coatings and foil stamping to enhance the look of the carton and differentiate it on the shelf. This example highlights our innovation, operational capabilities, and commitments to helping customers achieve their goals. In addition to CPG customers, QSR brands are increasing promotional activity and limited time offers in an effort to drive foot traffic and bring consumers back into the restaurants. We are supporting a number of our QSR customers across multiple geographies in these initiatives. My experience leading and growing CPG companies and their brands will supplement and strengthen the team efforts to be an even stronger partner to our customers. We are supporting our customers' pursuit of meeting consumers where they are in order to grow volume and expand market share. There are many ways we partner with our customers to successfully elevate their brands. Customers rely on us to lead with innovation and accelerate their adoption to more sustainable packaging solutions preferred by consumers. A broader understanding of customer economics and their decision-making processes will enable our team to better anticipate customer needs and leverage insights to drive commercial and innovation engine. Graphic Packaging has a unique ability to partner more effectively on pack design, brand architecture and growth. And we are actively strengthening partnerships, taking a proactive commercial strategy and having conversations with top CPGs, QSRs and retailers around the globe. We continued to build on our strengths and had an exceptional quarter driving packaging innovation. We filed 13 new patents, adding to our portfolio of approximately 3,100 patents. Looking ahead, we remain committed to growth of intellectual property and extending our competitive advantage in serving customers. Our capabilities in sustainable packaging are truly differentiated and position the company for continued leadership. Graphic Packaging is seen as the premier sustainable packaging partner by the brands we serve. We are differentiated with our scale and capabilities, superior innovation and technical expertise and talented people. With a broad portfolio and a strong innovation engine, we are partnering with customers to bring even more innovative products to life. From our childproof laundry pod box to our double wall cups have retained heat and cold to our produce pack [ puts ] for fruit and vegetables. Our addressable paperboard packaging market opportunity is an estimated $15 billion with roughly 85% of it plastic to paper packaging conversion. Representing opportunities we have solutions for right now. Over time, we anticipate regulatory retailer, consumer and NGO scrutiny on the use of single-use plastics and foam packaging to increase with the continued customer focus and innovation and an evolving regulatory environment, this market opportunity is expected to grow and will be an area of differentiation for us. We recently commercialized an innovation in partnership with a health focused emerging brand. We are supporting their transition from plastic to a more sustainable paperboard multipack to better align the packaging with their environmentally conscious consumer base. We developed a custom carton solution for the 10-pack SKU and seasonal formats. The structure optimizes in-store merchandising. The plastic back to box transition is available today on shelves at leading retailers. As customers increase commitments and their desire to move to more sustainable packaging, they often evaluate solutions that move away from plastic or greatly reduce its usage. These packaging transitions to paperboard alternatives can increase brand equity without compromising product performance or shelf life. We are proud to help these advancements and for the recognition we have received for our leadership and support of customers on their sustainability journey. In January 2026, two of our solutions earned World Star Best of the Best Awards. PaperSeal Shape deployed with leading European retailers delivers roughly an 80% reduction in plastic per tray while maintaining full shelf life performance and runs on existing customer lines. Our produce Pack Pet tray was also recognized for replacing PET with renewable recyclable paperboard, eliminating more than 17 million plastic trays annually in a single retail application. In addition, Enviro [ Club Duo ] received an award of distinction at the PAC Global Awards for sustainable packaging design, reflecting our continued ability to replace plastic bile-preserving functionality and shelf appeal. This award was one of 8 PAC Global Awards we received. From an operational standpoint, this quarter was marked by a number of wins. At Waco, we continue to make meaningful progress ramping production. Commercial performance is meeting expectations, and we are ahead of plan with customer qualifications. This positions us to better penetrate new geographies and more efficiently support existing geographies while taking advantage of available recovered fiber streams in our Texas triangle. In parallel, we are completing our cogeneration plant projects, strengthening power supply assurance while helping to advance our customers' sustainability goals. We expect Waco to be a durable competitive advantage for us over time. We are excited to help prepare our customers for promotions through the 100 days of summer at large events select the upcoming World Cup. 24 brands across our food and beverage customer base are running promotions for the World Cup and our customers are planning for increased demand from spectators advance. For large global events like these, customers rely on a consistent, trusted partner who can deliver to time-sensitive deadlines can execute critical graphic changes. We are prepared to provide the excellent customer service Graphic Packaging is known for. We also took a significant step forward in our renewable energy strategy. Finalizing a virtual power purchase agreement with NextEra Energy Resources. This agreement increases renewable electricity coverage across our North American operations and supports disciplined execution against our long-term emission targets. The 250-megawatt solar energy plant in West Texas is expected to begin commercial operations at the end of 2027. This agreement better positions us to support our customers, the world's leading consumer brands and making progress towards their sustainability goals. We continue to build an award-winning culture and be recognized for our values in the way we do business. In March, we were recognized as one of the world's most ethical companies by Ethisphere. This recognition alongside our placement on the 2026 ranking of America's -- most -- just Companies by -- just Capital and Fortune World's -- most Admired Companies shows that others recognize the values our people put into action every day. Finally, as we build on our strong foundation, we are also strengthening our team with highly selective new hires to ensure that we have the right talent and leadership roles as we drive performance across our business. As I mentioned at the start of the call, I'm excited that Melanie Skijus has rejoined Graphic Packaging to lead Investor Relations. Additionally, we recently appointed Randy Miller to serve as Vice President of Treasury and Capital Finance, Randy will lead global treasury with a focus on cash flow generation and capital structure optimization. We just announced that Daniel Fishbein will join as General Counsel in June. Daniel brings more than 2 decades of legal experience having spent his career as a corporate attorney focusing on strategic transactions, corporate governance and securities law matters. He most recently served as Executive Vice President and General Counsel of Corpay, where he oversaw the company's global legal and regulatory function. These leadership appointments and talent upgrades support our priorities. Starting with our commitment to enhancing shareholder value. We aim to deliver greater returns for shareholders by harnessing the significant cash generative business we operate with our immediate priority to reduce leverage and strengthen the balance sheet while continuing to return capital to our shareholders through our established dividends. Our progress gives me confidence in our strong market position and the many expansion opportunities ahead. Our first priority is to strengthen the balance sheet. We are utilizing our strong capabilities to drive sustained growth through a robust proactive commercial strategy and commitment to innovation. You can expect future investment in growth to be more disciplined and focused on the highest return opportunities. Looking ahead, we have an opportunity to reduce our operational complexity and improve accountability by focusing on driving profitability and business excellence, including the ramp-up of Waco. We expect to reduce our capital spend to 5% of sales or less and reduce our inventory from 20.5% at the end of 2025 to between 17% to 18% of sales this year toward our long-term goal of 15% to 16% of sales. We will also continue to innovate and develop world-class products for our customers. We remain on track to generate $700 million to $800 million of adjusted free cash flow in 2026. Moving forward, I am encouraged by the opportunity to grow alongside our customers and partner with them to achieve their goals. We are uniquely positioned with our broad product portfolio, strong innovation engine and integrated network, we are on offense. Now I will turn it over to Chuck to provide more details on our financials. Charles Lischer: Thank you, Robbert, and good morning, everyone. I'm pleased with our performance in the first quarter, including the strengthening of packaging volumes we experienced as we progressed through the quarter. Total volumes were up 1% from the same period in 2025. Top line growth and higher packaging volumes are a direct result of the resilience of our business, the markets we serve and the execution of our team. Sales increased 2% year-over-year to $2.2 billion, driven by the volume increase and a $50 million benefit from favorable foreign exchange. Partially offsetting these gains, price experienced a decline of 2% in the quarter. The pricing decline reflects third-party index changes and bleach paperboard that occurred in the fourth quarter of 2025 along with the continuation of unusual competitive packaging pricing experienced in the last few quarters of 2025. Innovation sales growth was $42 million in the quarter, reflecting the strength of our innovation pipeline, continued strong partnerships and engagement with customers. Adjusted EBITDA in the first quarter was $232 million, including a $6 million foreign exchange benefit. This represents a $133 million decline from the first quarter of 2025. Price volume and mix combined were a $46 million headwind and again were a result of the unusual competitive price environment. Commodity input and operating cost inflation of approximately $37 million was roughly $10 million higher than we were expecting. Unfavorable net performance in the quarter of $56 million was driven by several factors. Severe weather in January across the Central and Eastern United States and the domestic disturbances in Mexico during the quarter caused an approximately $25 million impact from disruption and downtime in our facilities. In addition, heavier scheduled maintenance in the quarter and our decision to curtail production, produce inventories resulted in additional costs of $20 million each as compared to the year ago period. Robbert discussed, we are executing cost reduction and efficiency initiatives, which drove about $10 million of savings in the quarter. And though these savings were offset in the quarter by the factors mentioned, we will swing to positive overall contribution to earnings from net performance later in the year. Adjusted EPS in the first quarter was $0.09 and included a higher tax rate due to the vesting of employee equity awards during the quarter. We still expect the full year tax rate to be approximately 25%. In line with historical seasonality of cash flow and working capital, first quarter adjusted cash flow was a negative $183 million which is an improvement of $259 million from the first quarter of 2025. First quarter adjusted cash flow results included heavier capital spending than we expect for the rest of the year. Attributed to the work to complete our recycled paperboard mill in Waco, Texas. We ended the quarter with $5.6 billion of net debt and net leverage of 4.4x. As Robbert alluded to, our environment remains dynamic with geopolitical uncertainty and inflation impacting the business. During the quarter, we experienced incremental commodity cost inflation resulting from the conflict in Iran which embedded our logistics, energy and resin spend. With energy, we're about 60% hedged for both natural gas purchased in North America and electricity purchase in Europe and have commodity cost recovery mechanisms embedded in many of our contracts. However, these recovery mechanisms can experience lags due to contractual terms. We are proactively addressing the inflation and working on initiatives to offset it. On April 9, we announced a $60 per ton price increase for bleached cup stock effective May 8. While this price increase will be realized in Q2 for non-index-based paperboard sales, most of our affected contracts require price recognition by the industry's third-party index before we can pass it through our packaging business. Looking ahead to second quarter. From a volume standpoint, our expectation for Q2 is consistent with our full year range of down 1% to up 1%. We see pricing similar to Q1 and expect foreign exchange to be a slight benefit. With adjusted EBITDA, we anticipate certain commodity costs to stay elevated in Q2 before moderating towards the end of the year. Accordingly, we estimate a sequential $10 million incremental inflationary impact in the second quarter versus the first quarter totaling $30 million of incremental inflation in the first half of 2026 compared to our original expectations. Q2 adjusted EBITDA is now expected to be in the range of $230 million to $250 million. We are reaffirming 2026 guidance. Many initiatives that we laid out today in addition to the contractual recovery mechanisms to be realized in the second half of the year and our pricing actions are expected to help offset the incremental inflationary impacts throughout the remainder of the year. As a result of these efforts, we remain confident in our ability to deliver 2026 adjusted EBITDA in the range of $1.05 billion to $1.25 billion, in line with our prior guidance. Our 2026 adjusted free cash flow outlook remains unchanged in the range of $700 million to $800 million, a significant step-up from 2025. Cash flow generation is back-end weighted, consistent with the seasonality of our business, timing of capital expenditures and timing of inflationary cost recovery. We intend to pay down approximately $500 million of debt in 2026 and remain committed to our dividend. We understand that our dividend is important to many of our shareholders and also reflects the confidence that we have in the future cash flows of the business Capital expenditures in 2026 are expected to be approximately $450 million. As a result of our completed 90-day review, we identified certain projects and investments that no longer align with our operational priorities, so we canceled them. One of these projects, the automated roll warehouses at Texarkana and Kalamazoo resulted in a onetime primarily noncash write-off of approximately $40 million. Importantly, this decision avoids approximately $200 million of capital spending over the next few years and is a prudent move given the project no longer yields the original return thresholds since we will be operating with less inventory. In conclusion, we are moving out of a heavy investment cycle to a cash harvesting cycle. This is an exciting and much anticipated phase. The past few years have been characterized as building years with capital investments and acquisitions made to differentiate our packaging and service offerings in the marketplace and position the company for long-term growth. Now we are focused on optimizing our footprint and operations, executing disciplined capital allocation, expanding profitability in the business and to my prior point, delivering the free cash flow we committed to. 2026 will be a foundational year for Graphic Packaging, and we are excited about what our future holds. With that, I will turn it back to Robbert. Robbert Rietbroek: Thank you, Chuck. To conclude, we see a clear line of sight to long-term value creation, supported by the value we are generating from our near-term strategic priorities. Our confidence is grounded not in aspiration, but in a clear path to execution and operational excellence. We look forward to taking your questions and continued engagement to hear your perspectives as we continue to enhance and streamline the business. Let me take this opportunity to thank our dedicated team around the world for their hard work in delivering a strong start to 2026. With that, operator, let's open it up for questions. Operator: [Operator Instructions] Our first question today is from Ghansham Panjabi with Baird. Ghansham Panjabi: First off, welcome back memory -- Melanie, we look forward to working with you. I guess first off, on the heat map on Slide 5, can you touch on if you're actually seeing any sort of inflection in food or just easy comparisons from several quarters of just minimal growth? Just trying to get a sense as to what you're seeing in that market, specifically to that category, which has been weak for several years at this point? And then second, as it relates to the realigned commercial teams, can you just give us a bit more insight into what's going on there? Robbert Rietbroek: Yes. Thank you, Ghansham, and thanks for welcoming Melanie back. We're very happy to have you back, Melanie. With regards to your first question on food, let me just reflect on the macro environment for a second, and I'll zoom in on food. What we're hearing from our customers continues to be a focus on growth, gaining share investing in product quality that specifically applies to food and value perception, pack size and pricing promotions and there is an increased emphasis on overall across the categories of price pack architecture as well as novel pack designs and obviously, a localized, reliable supply chain. And the consumer environment of which food is a part remains very value driven, and there is a focus on affordability. And we are seeing stable demand signals, Ghansham, with certain pockets of strength and we're seeing select growth across larger customers and key segments, particularly in what we call everyday essentials. So food is performing rather well with strength, particularly in protein-driven categories like yogurt, bars, refrigerated meals, and that really reflects underlying consumption trends. If you look at some of the other categories like Health & Beauty, that's performing well as consumers continue to prioritize small indulgences like skin care, perfume, beverages is stable, and foodservice was a little slow due to the weather and consumer affordability trends but is expected to gain momentum throughout the year. So that's how we see food as part of the broader macro environment. With regards to the realigned commercial organization, we are seeing a big need to serve our customers better both at the national level, in some cases, international level where we see more and more procurement team centralized in locations like Switzerland or the Netherlands or even Ireland, so we are organized now in a way where we can serve both the global procurement organizations of our large CPG customers as well as domestic customers with a slightly enhanced organization. And we feel very good about the leadership we put in place under Jean-Francois Roche who is really doing a great job in getting me in front of customers as well. I've met 6 global customers across different geographies in the first quarter and in the last month as well. And that's really given me a good perspective on how our commercial organization is now organized and how well we are serving customers. Ghansham Panjabi: Okay. And then just for my follow-up question. On the EBITDA reconciliation in the press release, what is the $71 million add back specific to the first quarter of '26, just quite a bit higher than the first quarter of last year. And then just to clarify, as it relates to the commodity cost comment, are you expecting a sequential moderation in commodity costs? Is that what you're assuming in that $30 million incremental impact in the first half? And what would that number be comparable in the second half? Charles Lischer: Yes. Ghansham, this is Chuck. I'll take those. So on the -- what we have in the special charges bucket, I mentioned on the prepared remarks, the $40 million from the automated roll warehouse write-off. So that was the biggest component of it. We also had severance from the actions that we took that we talked about in the quarter, that's about $20 million. And then for the Croatia business that we're divesting, we had about a $13 million write-off of assets, and that's primarily for intangibles that we had acquired with the AR Packaging acquisition. So those components are the majority of what you see in the quarter. On the inflation, so yes, what we called out is $10 million of incremental inflation in Q1 $10 million incremental to that in Q2. So for a total of $30 million versus our original expectations in the first half. And then at this point, we see about the same number, about $60 million to $65 million of incremental inflation for the full year. That environment, of course, remains very fluid and dynamic, so changes every day. But what you see us doing is pulling several levers to offset that inflation. We talked about on the call, the contractual recoveries and pass-throughs, and that will account for about 1/3 of it. I talked about the cup stock price increase, and then we're further evaluating some packaging price increases. And then as Robbert mentioned, we're looking at other cost savings, procurement initiatives to provide a further buffer. So with all of those offsets, we're confident that we can neutralize the inflationary impact that we see. Operator: Our next question is coming from Mark Weintraub with Seaport Research. Mark Weintraub: Chuck, just a point of confusion for me. So the -- I think that $71 million, that was on adjusted EBITDA. Was the warehouse and Croatia, were those not noncash write-downs primarily? Or maybe if you could just clarify for us? Charles Lischer: Yes, it's primarily noncash, but just in the add back to get to the -- effectively the number that the EBITDA is, of course, an all-in number. It does include depreciation and amortization, but it does include noncash charges before you adjust for them. Mark Weintraub: Okay. And then second, and I know you were kind of answering this in Ghansham's question as well. So basically, you have about $200 million of improvement in the second half of the year to the first half of the year. If you'd be willing, would you kind of share in terms of the way you provide those buckets, volume, price, the big drivers, where the majority of that $200 million would be shown up? Charles Lischer: Yes, happy to do that. So broadly, we see the year playing out similar to what we laid out in the original year-end call other than inflationary impact that I already talked about. But if you look at first half to second half, as you mentioned, there's a step up second half versus first half. Think about a few things. So first of all, our first half includes several unfavorable items as we talked about the January weather that caused facilities downtime that we don't expect to recur in the second half. Second, our first half has a larger unfavorable impact from several items, including scheduled higher maintenance and then also the market downtime that we're taking to lower inventory levels is higher in the first half. And then finally, the second half has a bigger impact from some of the positive items that we're seeing. For example, we mentioned the contractual cost recoveries, the packaging price initiatives and some of the procurement and other cost savings initiatives. So several moving parts. But of course, with our current expectations for inflation, we are confident that we'll be able to hit our full year EBITDA guidance. Mark Weintraub: Okay. Super. I mean any chance getting a little bit more granular? I think you talked about weather being $25 million in the first quarter. I think on the last quarter's call, you -- roughly downtime would be about $50 million -- inventory-related downtime about $50 million lower. Are those numbers about right? And then so if we're kind of left with like $125 million in the drivers you were providing kind of just round numbers to where they might come from, it's not understood, but just trying to get a bit more granular. Charles Lischer: Yes. I'll just give you a couple of more nuggets and then we can talk more offline. The phasing of the cost savings that we called out $10 million in Q1. It will pick up a little bit in Q2, but then the majority of that will be back-end loaded. You mentioned the downtime. That, of course, is something that we'll be taking more market downtime in the first half than the second half. So we can work through it more offline. Operator: Our next question is coming from Hillary Cacanando with Deutsche Bank. Hillary Cacanando: So just the breakdown that you were just -- you were talking about to get to your guidance. Last quarter, you actually had guided to $100 million incentive compensation impact for 2026, and I didn't see that in today's presentation. Is that included anywhere and maybe in like net performance in the first quarter? And like what type -- what phasing should we expect for incentive compensation through the year? Charles Lischer: Yes, that's all included within the original numbers that we had expected and all included in what we've reported, so we didn't talk about it again. It is a year-over-year factor in that performance. Hillary Cacanando: It's all included in the first quarter. So there's -- we're not -- you're not expecting any additional incentive comp this year for the remainder of the year? Charles Lischer: Of course, it will roll throughout the year. It's the Q1 impact that we had expected recorded in Q1. Hillary Cacanando: Okay. And then -- and then how much should we expect for the remainder of the year? Charles Lischer: Again, we embedded about the $100 million in our full year guide. Hillary Cacanando: Okay. Got it. And then just on pricing, I know you had asked for price increase. Does that have to go -- like is [ RISI ] involved in this? Or do you have is it pretty fast? Like is it just between you and the customer? Or is it really involved? Like is it like -- is it going to depend on what they come up with -- in terms of like what the final number will be or if there will actually be an increase? Charles Lischer: Yes, a couple of components of our price. Specifically, what I talked about in the prepared remarks was an increase in cup stock paperboard price, and that is something that will impact our open market business more quickly than it would pass through our foodservice packaging business. That will be once [ RISI ] recognizes it and then whatever the contractual period is before it starts getting reflected. And so that is on that side. Then on the other packaging price increases, those would go into effect in our, let's say, around $1 billion of revenue that we have that's not under direct pricing contract. Operator: Our next question is coming from Arun Viswanathan with RBC Capital Markets. Arun Viswanathan: I guess maybe I can just clarify maybe the walk on free cash flow. So it looks like you have kind of harvested some amount of working capital and inventory. But does that maybe reverse as you take some downtime? And then maybe next year also, would you have to kind of rebuild those inventories? And do you expect kind of less contribution from work capital and then related to that point, just kind of curious if you still expect kind of an $80 million uplift from Waco and is that being offset by maybe some downtime at Kalamazoo? Charles Lischer: Yes. So I'll start with the last part. First of all, on Waco, what we're seeing there is the business case for Waco is indeed playing out in terms of the variable cost. What we -- the benefits we have recommitted to the specific benefits number because until we're able to cover the fixed cost with the volume that we -- then that's when you'll see the additional impact of the fixed cost. But as Robbert talked about on the call, the operations are running well. The ramp-up is going well and everything overall is going very well. And in terms of the first part of your question, inventory will not be rebuilt in next year as we talked about or as Robbert mentioned, we expect to get the 17% to of inventory -- inventory as a percentage of sales this year on our way towards our longer-term target of 15% to 16%. So we will continue to see some working capital benefit in next year from lower inventory. And then also 2027, if you think about 2027's cash flow, that will continue to benefit from lower cash taxes and then, of course, lower interest expense. So some of the items will come back. And then as we talked about at the year-end call, we still see the post 2027 free cash flow number of $700 million plus. Arun Viswanathan: And then if I could ask on supply/demand. So obviously, there's been some changes in SBS. Our understanding is, I guess, that may not necessarily have the impact as to reduce supply to tighten up that market enough to get pricing power. Would you agree with that? And are you still kind of facing some pricing headwinds in SBS? And is that weighing on CUK and CRB as well? Maybe you can just comment on kind of potential pricing in those -- across the different substrates to cover inflation. Robbert Rietbroek: Yes. Let me take that question. With regards to the paperboard grades, the 2 grades that really matter most to us, as you know, are recycled and unbleached because that's what we primarily use. And both of those markets are in good balance. With regards to the cross-category dynamics, we're not necessarily seeing a lot of impact of bleached on recycled with regards to cannibalization. So we're not seeing recycle lose volume to bleached, but it does have to respond to price competition. So switching is rare. And with our new PaceSetter Rainier grade, that matches bleached printability, but it's 100% recycled and cheaper to make. And we continue to believe that PaceSetter Rainier will take volume from bleached over time. And when it comes to the balancing of supply and demand, I just want to remind you that we closed Tama, Iowa, which was a CRB mill in '23. We decommissioned our K3 machine in Kalamazoo in '23, and we closed Middletown, Ohio, which was a CRB mill in '25. Then we closed East Angus in Quebec in '25 and '26, and we sold the Augusta mill, as you know. So bleached continues to be oversupplied, but accounts for the smallest part of our business. And we have been very proactive in our approach to supply whilst others have added capacity, as you know. So what we do here is we actively match our internal supply with our demand profile, and that's supported by our integrated system and our portfolio as a result is structurally advantaged. Operator: Our next question is coming from Anthony Pettinari with Citi. Anthony Pettinari: Just following up on, I think, Hillary's question. If you look at your total tonnage, is it possible to say what percentage is on a [ RESI ] index versus like a custom index, maybe what the lag is in terms of price increases if it's realized in RESI versus you see it in a custom index and then how much of your volumes would be covered by that cup stock price increase that you talked about earlier? Charles Lischer: Yes, this is Chuck. I'll take that. So in our bleach business, we have more of our packaging tied to [ see ] than we do in our other models. And so the majority of our packaging volume is indeed tied to [ res ] that's for the cupstock business, a couple of hundred thousand tons and generally would be recognized in price 3, 6 months after it's recognized by [ RISI ] depending on the timing during the quarter that is recognized by RESI. Robbert Rietbroek: Okay. We don't disclose exact details around the percentage of our contracts that are tied to [ RESI ], but Chuck did refer to the $1 billion of noncontractual sales, and we do have a cupstock business as well where we sell a big part of that on the external market. So that should answer your question. Anthony Pettinari: Got it. Got it. And then I guess, fiber is up, diesel is up. You've indicated that you're not seeing big cannibalization of SBS into CRB. I mean, obviously, you can't talk about forward pricing or anything like that. But can you just talk about maybe your philosophy on pricing? Do you expect graphic to be a price leader? How do you think about it? We've seen price improvement in other containerboard graphic paper grades this year. Can you just talk to us kind of how you think about pricing generally? Robbert Rietbroek: The majority of our business is converted to finished product packaging. So -- and the majority of that is either recycled or bleached. And so -- unbelieve, sorry. And so we are not necessarily spending our entire day thinking about paperboard pricing, graphic, and we continue to focus on customer service, operating excellence and taking share and growing our business by delivering better products, better finished products, which are essentially converted finished packages. That is how we think about pricing. Operator: Our next question is coming from Phil Ng with Jefferies. Philip Ng: Robbert, I appreciate the 90-day post review, volumes are up, so that's great. You got some headwinds this year that you are going to work through, but it sounds like destocking inventory could potentially still be a drag when we think about 2027. So with some of the levers that you may have a better appreciation now, is there a path where you could grow EBITDA next year with our prices going high? I just want to think through that just because, obviously, it's a big earnings reset this year. Robbert Rietbroek: Yes. Look, I just -- thank you for raising the 90-day review. I just want to give a little bit of color on that, and then I'll talk a little bit about how it's all going to impact EBITDA. We have we have concluded that review and confirmed that we have a strong foundation, an opportunity to drive better financial and operational performance as we talked. And we've taken 500 roles out of the organization. As Chuck talked about, that's going to primarily impact the second half of this year. We are advancing some of these capital efficiency initiatives where we're prioritizing higher return opportunities. We've reorganized the commercial team. We've deployed AI. So we are very confident that the work we're doing is going to allow us to deliver on the cost reduction commitment that we have, which is $60 million. Now there is some inflation, as you know, we have mitigation actions in place, which include contractual cost recovery mechanisms, those have some timing lags. There are some target price actions in the noncontractual business that we just discussed. And then we just announced a recent price increase on [ cut ] stock and primarily cost reductions and operational efficiency actions. With that and the fact that we're taking obviously an EBITDA hit this year to reduce our inventory and we are resetting the base because we're reinvesting in incentives for our associates. That's the walk that Chuck talked us through. We will continue to rely on productivity and category growth and share growth to drive top line and therefore, EBITDA Philip Ng: Okay. So it sounds like you feel like you got enough lease to grow next year from an EBITDA standpoint, Robbert? Just quickly summarize or... Robbert Rietbroek: We're not in guidance for next year at this point. It's early, we're still early days in 2026. So give us a couple of months to get a better understanding, but we're doing all the right things and the right work to set ourselves up for a great 2027. Philip Ng: Fair enough. A question for Chuck. Your guidance you reiterated, which is encouraging. Certainly, you're seeing some inflation here. Your guidance, does that embed the SBS cup stock sticking? Granted there is a lag, I don't know how impactful it's going to be. And then some of the packaging price increases that are not tied to research some of these contracts? Is it embedded that you get price? I asked just because in your prepared remarks, you mentioned you've seen some unusual price declines in packaging prices, right, not necessarily in [ SBI ], the other grades. Have you seen that component like stabilize? Like what are you seeing on some of that packaging price in the last few months? Charles Lischer: Yes. A couple of things there. So we don't embed anticipated [ RESI ] moves until they are announced. And so any impact to that on our [ track ] from our [ Cove ] would not be reflected we will embed what we see in the open market business, of course. From time to time, we would have bet packaging prices, but right now, we're still working through exactly the size of all of that. And -- and so we'll embed that as we go. So that's what we see on the price. Philip Ng: Have you seen a stabilization there, Chuck, on the packing price? What you've said that it's been unusual coming the year? Charles Lischer: What we see there is our customers, however, there's geopolitical uncertainty that the assurance of supplier becomes a bigger deal to our customers and they talked about local supply and our integrated model really sells well to them. And so it certainly gives us the opportunity to stop in negative trends or to introduce the idea of a packaging price. Operator: Our final question today will be coming from Gabe Hajde with Wells Fargo Securities. Gabe Hajde: Robbert, I'm curious if we can go back to the cup stock announcement. I find it interesting, I think, in the slide that you gave us, it's the 1 category that decelerated, it was pretty strong over the last 2 quarters. So I guess is there something unique about that supply-demand dynamic in cup stock that would afford you all to the industry to get price or maybe something unique about the input cost structure that makes it such that you can recover costs faster than maybe some of the other [ two ] grades you participate in? Robbert Rietbroek: Yes. On the -- there is a higher input cost, of course, that cup stock is barrier coded with resin. And so there's a an impact when you see [ resin ] prices increase. And so yes, a higher input cost. And then cup stock has historically been a strong grade for us and so down had a lot of excess capacity. Gabe Hajde: Okay. And then as you have conversations with your customers, I mean, you are trying to reduce inventories. Maybe they were looking around the corner at oil above 100, and we might envision some price increases. Do your sales folks in using any sort of prebuying activity that happened into the summer? And then one last one on CapEx. It sounds like the entire $200 million that you called out is specifically associated with that 1 discrete or those 2 discrete winder projects I've seen remember there were some, I guess, greenhouse gas initiatives later in the decade, and it seems pretty hard right now to get some projects still on the drawing board? Robbert Rietbroek: Yes. Let me take the one on customers, and you could talk, Chuck, about the -- how we got to the $200 million capital investment reduction and what that [ entails ], that's one project or more projects. So the question around customer stock is a good one. We haven't really seen a lot of stocking in Q1 as a result of anticipated price increases. We are having a lot of conversations with our customers regarding surety supply or assurance of supply. That's primarily related to having multiple sites producing their packaging, so that they're not relying on one side in case of a natural disaster, more so than anything related to oil and gas right now. And as Chuck said, they do really value our integrated business model. But the customers, they want value, they want to balance costs. They want to see the best performance especially in our beverage sector, you need certain properties in the packaging. They want sustainability. And most recently, there's more and more discussion on [ assurance ] of supply, as I discussed. And they are focused on cost can and are looking for ways to optimize packaging formats, reduce material usage and improve cost. So those are most of the things we're seeing, Gabe. Charles Lischer: And then, Gabe, I'll build on the I'll build on the CapEx. The $200 million that we called out, that was those two projects specifically, but that was over the next several years that, that $200 million would come out not primarily this year that the $450 million is the number that we had originally guided to for this year and clearly we've gone in and shored up our path to get there, and we'll continue to look for opportunities to even cut further. Robbert Rietbroek: So with regards to capital, we are implementing a very rigorous and disciplined capital spend review and approval process. We will be evaluating and prioritizing investments that promote safety and fulfill regulatory obligations. We will continue to consider investments that announce cost-efficient season to [ generate ] the right returns for our portfolio. So that's how we're viewing this. And there are obviously a number of projects in the future that we are currently evaluating, including the ones that you're referring to. Operator: Ladies and gentlemen, this does conclude today's Q&A session and also our call. You may disconnect your lines at this time. Have a wonderful day, and we thank you all for your participation.
Operator: Good morning, and welcome to the Diversified Healthcare Trust First Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Matt Murphy, Manager of Investor Relations. Please go ahead. Matt Murphy: Good morning. Joining me on today's call are Chris Bilotto, President and Chief Executive Officer; Matt Brown, Chief Financial Officer and Treasurer; and Anthony Paula, Vice President. Today's call includes a presentation by management, followed by a question-and-answer session with sell-side analysts. Please note that the recording and retransmission of today's conference call is strictly prohibited without the prior written consent of the company. Today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon DHC's beliefs and expectations as of today, Tuesday, May 5, 2026. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call, other than through filings with the Securities and Exchange Commission or SEC. In addition, this call may contain non-GAAP numbers, including normalized funds from operations or normalized FFO, net operating income or NOI and cash basis net operating income or cash basis NOI. A reconciliation of these non-GAAP measures to net income is available in our financial results package, which can be found on our website at www.dhcreit.com. Actual results may differ materially from those projected in any forward-looking statements. Additional information concerning factors that could cause those differences is contained in our filings with the SEC. Investors are cautioned not to place undue reliance upon any forward-looking statements. And finally, we will be providing guidance on this call, including NOI. We are not providing a reconciliation of these non-GAAP measures as part of our guidance because certain information required for such reconciliation is not available without unreasonable efforts or at all, such as gains and losses or impairment charges related to the disposition of real estate. With that, I would now like to turn the call over to Chris. Christopher Bilotto: Thank you, Matt. Good morning, everyone, and thank you for joining our call today. DHC delivered a strong first quarter, demonstrating the powerful combination of our active asset management and the deep expertise of our expanded operating partners. The strategic changes we made within our SHOP portfolio in 2025 continue yielding results with the first quarter aligning with our outlook focus on driving revenue, expense synergies and overall margin improvement. Looking ahead, we are well positioned to capitalize on powerful tailwinds, including the burgeoning demand from an aging population and a historically low new supply pipeline for senior housing. We are confident that our best-in-class operators and strengthened balance sheet will continue to drive superior performance and create significant long-term value for our shareholders. Turning to the quarter. After the market closed yesterday, DHC issued first quarter results that reflect continued progress across our business. We reported normalized FFO of $33.1 million or $0.14 per share and adjusted EBITDAre of $74 million, both well ahead of the analyst consensus estimate. Consolidated NOI increased 4.7% year-over-year to $75.9 million. Our same-property SHOP portfolio delivered a robust 13.5% increase in NOI year-over-year, reaching $44.3 million. This was driven by same-property occupancy growth of 110 basis points and average monthly rate growth of 5.9%. Our sequential performance reflects the benefits of our active asset management strategy with contributions from new operator partnerships becoming even more apparent. Our same-property NOI margin expanded by 160 basis points to 14.9%, with occupancy holding at 82.4%. This margin improvement was driven by progress on both the top and bottom line. On the revenue side, growth was largely supported by an average annual rate increase of 4.5% across 70% of the portfolio in January, complemented by a favorable shift in resident levels of care. On the expense side, our progress has been equally impressive and demonstrates the immediate impact of our new operating partners. For example, during the quarter, we secured new dietary and food and beverage contracts that simultaneously enhance the resident experience while locking in significant cost savings for the year. Furthermore, a key area of focus, labor costs continues to moderate with reduced contract labor and the rightsizing of regional and community labor costs. These early results are a direct testament to the enhanced discipline and tighter cost controls our operators are bringing to the portfolio, and we remain optimistic about our ability to capture further efficiencies. Building on our operational momentum, we are increasingly focused on selectively deploying capital into high-return ROI projects to drive organic growth. Our strategy targets the repositioning of underutilized or closed skilled nursing wings and converting them into independent living, assisted living or memory care. We have identified a pipeline of opportunities across 16 communities, including 6 communities as part of the first phase. These 6 initial projects are expected to cost approximately $20 million and will add roughly 150 units to the portfolio, representing a significantly lower cost per unit relative to our view of the replacement cost and creating immediate embedded value. Because we currently absorb carrying costs on these vacant wings, these projects are expected to be immediately accretive to earnings upon completion with expected returns starting in the mid-teens. Beyond the direct financial returns, these conversions enhance the marketability of the entire community, improving the sales cycle and expected length of stay for residents. We believe these projects represent a compelling and disciplined use of DHC's capital, and we expect these repositionings to begin over the coming quarters. Turning to our medical office and life science portfolio. During the first quarter, we delivered solid results as same-property occupancy increased 60 basis points year-over-year to 95.3%, generating $25.4 million of NOI, a 3.7% increase over last year and a 4.8% increase sequentially. Leasing activity was healthy with 169,000 square feet of new and renewal leasing at rents that were 12% above prior rents with a 9.5-year weighted average lease term. Looking ahead, just over 9% of annualized rental income in our Medical Office and Life Science portfolio is scheduled to expire through 2026, of which 304,000 square feet or approximately 4.9% of annualized rental income is expected to vacate. Subsequent to the quarter, we signed leases totaling 390,000 square feet, which primarily include renewals representing 29% of our 2027 expirations. Turning to our capital markets and balance sheet initiatives. In March, we sold 13 unencumbered non-core SHOP communities for aggregate proceeds of $23 million. And in April, we also exercised land lease purchase options on 2 of our properties for an aggregate purchase price of $14.5 million. By eliminating ground rent on these well-performing communities, we are able to capture the full economics of the assets and expect to generate low to mid-teen returns on this investment. With DHC's large-scale capital recycling program now complete, we have transitioned from portfolio transformation to value creation. Given our current capital structure, including relatively low-cost debt and no maturities until 2028, we believe that one of the best uses of our capital today is reinvesting in our own assets. In conclusion, our strong first quarter results validate our strategy and reinforce our confidence for the remainder of 2026. Demand fundamentals in senior housing remain compelling, supported by favorable demographic trends and limited new supply growth. We believe these actions we have taken to enhance operations, reduce leverage and empower our best-in-class operators have positioned DHC for continued earnings and cash flow growth, and we remain committed to delivering attractive total returns to our shareholders. With that, I will turn the call over to Anthony. Anthony Paula: Thank you, Chris, and good morning, everyone. During the first quarter, our consolidated same-property cash basis NOI was $75.9 million, representing an 8.6% increase year-over-year and a 7.8% increase sequentially. We continue to see upside in our SHOP segment as same-property NOI increased 13.5% year-over-year. When adjusting for insurance proceeds received in Q1 2025, our SHOP same-property NOI would have increased 22% year-over-year. As Chris highlighted earlier, our operators have had early success in managing expenses as evidenced by the following in our SHOP same-property portfolio, a 370 basis point decrease in dietary costs sequentially, a 70 basis point sequential reduction in labor when adjusting for the number of days in the period and a nearly 35% decrease in contract labor year-over-year and that has led to moderation in our same-property expense growth, which was 350 basis points year-over-year and 120 basis points since last quarter. We also continue to see strength in pricing as our same-property average monthly rate increased 590 basis points year-over-year and 320 basis points sequentially. Turning to G&A expense. DHC shares have delivered the highest total shareholder returns across all REITs in the U.S. over the past 1-year and 3-year measurement periods. Year-to-date alone, DHC's stock price has appreciated 60% versus a 5.2% gain in the S&P 500 and a 7.9% gain in the Vanguard REIT ETF. As a result of this, our first quarter G&A expense includes $6.6 million of incentive management fees. Excluding the impact of the incentive fee, G&A expense would have been $7.4 million for the quarter. During the quarter, we invested approximately $21.8 million of capital, including $17.2 million into our SHOP communities and $4.6 million into our Medical Office and Life Science portfolio. As a result of our recently completed disposition program and disciplined capital allocation, we are reaffirming our 2026 recurring CapEx guidance of $100 million to $115 million, representing approximately 18% reduction at the midpoint. Now I'll turn the call over to Matt. Matt Murphy: Thanks, Anthony, and good morning, everyone. Overall, our first quarter results further demonstrate the meaningful progress we have made strengthening our balance sheet, reducing leverage and positioning the company for sustainable earnings and cash flow growth. At quarter end, we had total liquidity of $272 million, including $122 million of cash and cash equivalents and the full $150 million available under our secured revolving credit facility. This strong liquidity position provides us with flexibility to support our operating strategy while maintaining appropriate balance sheet discipline. Net debt to annualized adjusted EBITDAre was 7.8x at quarter end, down from 8.8x a year ago, driven primarily by improved operating performance. Adjusted EBITDAre to interest expense improved meaningfully to 2x from 1.3x at this time last year. We remain confident in reaching our near-term leverage target range of 6.5 to 7.5x with the majority of that improvement expected to be driven by continued growth in SHOP NOI. In April, Moody's upgraded DHC's corporate family rating to B3 from Caa1 and revised the outlook to positive. This upgrade reflects the progress we have made improving operating performance and strengthening the balance sheet over the past several quarters. Following the completion of our debt transactions in 2025, we have a well-laddered debt maturity profile with no maturities until 2028, allowing us to remain primarily focused on operations. Our portfolio includes 197 unencumbered properties, representing nearly 64% of the portfolio's gross book value, which provides meaningful balance sheet flexibility as we look ahead. Turning to guidance. For the full year 2026, we are reaffirming the ranges outlined in our fourth quarter earnings as follows: $175 million to $185 million of SHOP NOI, $94 million to $98 million of Medical Office and Life Science segment NOI, $28 million to $30 million of NOI from our triple net lease senior living communities and wellness centers, adjusted EBITDAre of $290 million to $305 million and normalized FFO of $0.52 to $0.58 per share. We are pleased with our first quarter results, particularly the continued growth in SHOP NOI, which is tracking ahead of our initial expectations. The performance is partly being driven by early success in expense management and margin improvement from our new operators. As we look ahead, the momentum we are seeing in the business gives us increasing confidence in our earnings outlook. That concludes our prepared remarks. Operator, please open the line for questions. Operator: [Operator Instructions] The first question is from Michael Carroll with RBC Capital Markets. Michael Carroll: Chris, I wanted to touch on some of the recurring CapEx expectations. I know within the guidance, you're assuming $80 million to $90 million of recurring CapEx within the seniors housing operating portfolio. Is that true maintenance CapEx? And is that the correct run rate to think about going forward? Or is there still some additional deferred CapEx in those numbers and the run rate as you kind of look beyond '26 would be lower than that? Christopher Bilotto: Yes. The $90 million includes maintenance capital and some refresh capital. So that's a blended number. But I think more broadly, to answer your question, maintenance capital, we've got that run rate we're expecting to continue to come in a little bit in overall costs. We're spending a lot more time with our operators just dialing into overall needs of the communities. And so we'd like to see some modest pullback in maintenance capital as the years progress. And then on the kind of the -- what we call a redevelopment capital or the ROI capital, that number as it stands today, I think will stay pretty firm for 2026 despite doing some of these incremental ROI projects I discussed, just given the fact that those will really start to kind of commence later on in the year and a lot of that is just soft cost work. And then in 2027, kind of all things considered, that's where we'll start kind of pulling levers on incremental dollars for that bucket depending on how much of these ROI projects we have in the pipeline. Michael Carroll: Okay. And then I think you previously said that the recurring CapEx number would run around 3,500 a unit once kind of you're through some of the deferred stuff that was completed in prior years. Is that still a good number? Or is it going to be lower than that as you kind of progress in '27, '28 with these new operators? Anthony Paula: Yes. So the 3,500, we expect to go down in future periods. We think that's a good run rate for 2026. I think to keep in mind, that's going to exclude refresh capital. So kind of piggybacking on what Chris had mentioned for 2026, we expect $5 million to $10 million of refresh capital, which is embedded within that recurring CapEx number that we're guiding towards. Michael Carroll: Okay. And then on the investment side, should we think about the new investment opportunities really focused on these wing expansions that you kind of discussed in the prepared remarks? I mean, are there potential acquisition opportunities that you would look at pursuing too? Or is it going to be mostly these renovations? Christopher Bilotto: Mostly the renovations, I think our position today is we've got a lot of opportunity within the portfolio. We talked about a lot of things in the prepared remarks and our investor materials have teased out some items, but there's real opportunity dialing in with these operators to kind of pull in expenses in different areas, some of which we've touched on continuing to kind of drive top line performance and occupancy. And then, again, I think kind of from a capital deployment, really kind of putting that money towards improving these communities and then I think equally important on expanding acuity within the communities before we consider acquisitions. Michael Carroll: Okay. And then just last question for me. I guess, within guidance, you reaffirmed the G&A number. I know with the stock performance, I would assume the base management fee is kind of ticking up a little bit. I mean is that the right way to think about it? Or is there something in there that keeps that base management fee lower throughout 2026 that I'm not calculating correctly? Anthony Paula: Go ahead, Anthony. Yes. From a G&A perspective, the most volatility we're going to see is from the business management fee, you're right. Depending on fluctuations in share price, it will adjust that number. Michael Carroll: Okay. And then within guidance, you just assume that SHOP NOI is probably exceeding that. So even if G&A goes up, then your overall guidance range is still pretty accurate and maybe even trending higher? Anthony Paula: That's right. Operator: [Operator Instructions] The next question is from John Massocca with B. Riley. John Massocca: So I appreciate the color and the reminder on the onetime items that were impacting 1Q '25 kind of comps. Is there anything else kind of onetime to be aware of either in how same-property SHOP NOI growth is being calculated or even anywhere else in kind of the financial reports for 1Q '26... Matthew Brown: No, that's the most material item that $2.7 million of business interruption insurance proceeds we received in Q1 '25. There's a little bit of other noise, but nothing of that scale. John Massocca: Okay. And any kind of direct impact from the Aleris or the former Aleris property transition still flowing through 1Q '26 results? And I mean bigger picture, how are those kind of transitions going in your mind? I know you touched on it a bit in the prepared remarks, but anything kind of tangible that's already been achieved or left to be achieved over the remainder of '26? Matthew Brown: Sure. So I can start and then hand it off to Chris on operator performance. So as it relates to the transition and costs associated with that, we capture that in transaction-related costs. So a lot of that is kind of below the line and outside of NOI. Christopher Bilotto: Yes. I think the follow-on, John, to your question, I mean, the AlerisLife, the transitions are going very well. As you're aware, they were completed at the end of the year. The first couple of months in the year, a lot of these operators were just kind of revisiting kind of the overall employment and kind of structure within the communities, retooling kind of their sales teams, et cetera. And again, we touched on other areas where we found pockets of opportunity to reduce costs. And so there's still incremental pieces there that are flowing through. I think we've identified kind of the more material items and those are some of the things that are in progress and underway, and we expect to continue to get incremental benefit each quarter as time progresses, at least through 2026. But I would say, overall, the transitions are going very well. And again, I think we forged some really good relationships with some great operators. John Massocca: Okay. And then maybe specifically on occupancy or same-property occupancy in the shop space. I know it was kind of flat quarter-over-quarter. I mean does that just reflect seasonality in that? Or is that still some maybe friction from operator transitions? I mean is that going according to maybe your expectations versus your initial guidance? Matthew Brown: Yes, it's both. I mean there's some seasonality in there. And then as I just touched on, as these operators have come in predominantly starting in January and kind of reevaluating and retooling kind of the business specific to kind of their outlook, that takes time. And so I think given the fact that we can hold occupancy while we're going through a major transition across our portfolio, I think, is a real win. And I think it kind of reflects well for setting the pace, meaning that we can -- we can run stabilized in Q1 with a lot of disruptions. And then as we get kind of to the more kind of seasonal or higher seasonal period, we can kind of hit the ground running focused on really pushing occupancy now that we have all the pieces in place. John Massocca: And any updates? I mean how is 2Q trending thus far on kind of SHOP performance? Matthew Brown: No. I mean, technically, the April just finished, Numbers are still coming in. So there's nothing kind of specific to speak to. I just think as we referenced, we're reaffirming guidance -- we feel good about our positioning. We're seeing other opportunities as we've referenced. And so I think we feel generally good about the outlook and potentially further improvement, but nothing specifically to touch on just given where we are in the second quarter. John Massocca: Okay. And then if I think about kind of the difference in the SHOP NOI growth kind of implied in guidance versus what we kind of achieved in 1Q, I mean, is that mostly the higher comps in 1Q '25? Or is there something else to be kind of aware of on either what you're expecting for 2H occupancy or kind of even rate growth? Anthony Paula: Yes. I would say that on occupancy, we're continuing to guide to that 300 basis point increase in occupancy year-over-year. We didn't see much progress in Q1, as Chris talked about. As it relates to rate growth, we are expecting 5-plus percent rate growth. And then as we think about just quarterly run rate, we're definitely expecting some NOI increase in Q2. We may see that increase come down a little bit in Q3 with just some seasonal expenses and then ramp back up again in Q4 to come into the overall guide of $175 million to $185... John Massocca: Okay. And then lastly, I know you talked on it a little bit earlier in the call, but just for kind of the impact on bottom line or even on kind of NOI performance, how much kind of the flow-through from previous year CapEx spend are you expecting to kind of be impactful to 2026 NOI? And is there stuff that's maybe more -- even that was completed years ago or a year ago, that is really more of kind of a 2027 event in terms of a tailwind for NOI or even bottom line numbers? Matthew Brown: Yes. I think the best way to kind of think about that is a typical kind of stabilization period following a renovation is kind of 18 to 20 months. So if you think about we had a fair amount between 60 and 70 communities that were renovated kind of in 2023 and '24 those themselves are starting to kind of produce real meaningful results in the form of kind of a more stabilized event. And again, layering on kind of the new operator transition, we'll get other incremental benefits from that, whereas the 2025 refreshes, which was between 20 and 25 communities, we would expect that to show incremental benefit towards the back half of this year and into next year. And then that cadence will continue. Operator: As there are no further questions, this concludes our question-and-answer session. I would like to turn the conference back over to Chris Bilotto to close the call. Christopher Bilotto: Thank you, everybody, for joining the call. We look forward to seeing many of you at our upcoming industry conferences, including NAREIT conference in New York this June. Please reach out to Investor Relations if you are interested in scheduling a meeting with DHC. That concludes our call. Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator: Good day, and thank you for standing by. Welcome to Cipher Digital's business update for the first quarter of 2026. [Operator Instructions] Please be advised, today's conference is being recorded. I would now like to hand the conference over to your speaker today, Drew Armstrong. Please go ahead. Thomas Armstrong: Good morning, and thank you for joining us on this conference call to address Cipher Digital's business update for the first quarter of 2026. Joining me on the call today are Tyler Page, Chief Executive Officer; and Greg Mumford, Chief Financial Officer. Please note that our press release and presentation can be found on the Investor Relations section of the company's website where this conference call will also be simultaneously webcast. Please also note that this conference call is the property of Cipher Digital, and any taping or other reproduction is expressly prohibited without prior consent. Before we start, I'd like to remind you that the following discussion as well as our press release and presentation contain forward-looking statements. These statements include, but are not limited to, Cipher's financial outlook, business plans and objectives, and other future events and developments, including statements about the market potential of our business operations, potential competition, and our goals and strategies. Forward-looking statements and risks in this conference call, including responses to your questions, are based on current expectations as of today, and Cipher assumes no obligation to update or revise them, whether as a result of new developments or otherwise, except as required by law. Additionally, the following discussion may contain non-GAAP financial measures. We may use non-GAAP measures to describe the way in which we manage and operate our business. We reconcile non-GAAP measures to the most directly comparable GAAP measures, and you are encouraged to examine those reconciliations, which are filed at the end of our earnings release issued earlier this morning. I will now turn the call over to our CEO, Tyler Page. Tyler? Rodney Page: Thanks, Drew. Good morning, everyone, and thank you for joining us today. I'm Tyler Page, CEO of Cipher Digital, and I'm pleased to welcome you to our first quarter 2026 business update call. 2026 is the year of execution for Cipher, and we kicked the year off with a strong first quarter. We signed our third data center campus lease with an investment-grade hyperscale tenant, completed a $2 billion high-yield bond offering for Black Pearl, fully funding the project through completion, closed a $200 million revolving credit facility from a syndicate of leading global financial institutions and made substantial progress on the construction of our Barber Lake and Black Pearl HPC data centers. Execution, that is what defines this quarter and what will continue to define the rest of this year. When we rebranded to Cipher Digital, we did so with a declaration, "We are Built for Hyperscale." That phrase carries real meaning for us, and I want to spend a moment on what it means in the context of this quarter's results. Built for Hyperscale is not a marketing tagline. It is a description of the foundation of this company and the best-in-class team we have built, in-house power origination, engineering, construction management, and operations, all purpose-built to deliver bleeding-edge data center infrastructure at the speed and precision hyperscalers require. Each quarter, we add another point of proof. Our first lease at Barber Lake was proof of concept. Our second at Black Pearl was the proof of repeatability. Our third lease this quarter is proof that Cipher Digital itself is a leading development platform Built for Hyperscale. As we move through 2026 with 2 data centers under construction, a third preparing for mobilization and an extensive pipeline behind it, our differentiation will become increasingly visible to the market. Slide 4 provides a snapshot of Cipher Digital as it stands today. We are a vertically integrated developer and operator of industrial scale data centers built to serve the world's leading companies. Our in-house capabilities support the delivery of power dense, large-scale facilities to exact hyperscalers specifications at speed. As of today, we have 907 megawatts of operating and contracted capacity, anchored by 3 signed data center campus leases with world-class hyperscalers. That portfolio carries approximately $11.4 billion in contracted revenue across base lease terms of 10 to 15 years, providing Cipher with durable, high-quality, and long-term cash flows. Beyond that, we have an approximately 3.3 gigawatt pipeline of grid capacity, providing an extensive runway for future growth. The quality and scale of our pipeline is a competitive advantage that is difficult to replicate, representing years of disciplined power origination work. We are no longer an aspirational HPC developer. We are a company with signed contracts, billions of capital raised, and multiple data center construction projects progressing toward completion. Zooming out, Slide 5 shows the full geographic reach and scale of our development platform. Our portfolio consists of approximately 4.2 gigawatts of grid power across operating, contracted, and pipeline sites. Roughly 78% of that capacity represents pipeline HPC opportunities with the remaining balance split between our existing contracted capacity, our newly contracted capacity from this quarter's third lease, and our operating Bitcoin mining site at Odessa. The geographic concentration in West Texas is intentional. For years, the conventional wisdom in the traditional data center industry was that hyperscalers would not venture outside major metropolitan areas and that our sites were, as I described once before, at the edge of the known world. We disagreed and the market has proven us correct. West Texas has become one of the most sought-after regions in the country for large-scale AI infrastructure development, and Cipher is well positioned to execute on this unique opportunity. The addition of our Ohio site at Ulysses reflects our intentional geographic diversification. Major hyperscalers require data center capacity across multiple markets and power grids. Our ability to offer sites in both ERCOT and PJM strengthens our value proposition as a development partner for tenants with multi-market capacity requirements. This portfolio, the scale of it, the quality of the sites, and the geographic reach is the product of years of on-the-ground sourcing work. It cannot be assembled overnight, and it will continue to be a source of competitive advantage as demand for large-scale data center capacity continues to intensify. Let's now turn to the future trajectory of Cipher's contracted cash flow profile. Our 3 executed data center campus leases are expected to generate approximately $787 million of average annualized net operating income from October 2026 to September 2036. In 2035, we expect to have approximately $892 million of contracted net operating income. The addition of our third lease this quarter further strengthens this profile of contracted cash flows and adds meaningful net operating income to our projections. As a reminder, this is contracted net operating income, not a projection based on assumed future leases, not a model dependent on speculative outcomes. These are signed long-term agreements with investment-grade counterparties that create visible, stable contractual growth over the next decade. This slide shows the fundamental change in the financial character of this company. We are a business defined by stable long-term cash flows. The leases are signed, the financing is in place, and the construction is underway. The cash flows on this chart are not aspirational. They are contracted. Let me now walk through the specific highlights that defined our first quarter. On the corporate side, we accomplished 3 significant execution milestones that speak directly to the strength and maturation of this platform. First, we signed our third data center campus lease, a 15-year initial term agreement with an investment-grade hyperscale tenant. This is now 3 consecutive long-term leases with world-class counterparties in the span of approximately 8 months. We also completed a successful bond offering for $2 billion at a 6.125% coupon, fully funding the build-out of Black Pearl through delivery. The offering was significantly oversubscribed, and it included a reimbursement of approximately $233 million to Cipher for our prior equity contributions to the site. And finally, we closed our inaugural $200 million revolving credit facility, supported by a syndicate of leading global financial institutions. This was a landmark moment for Cipher. For the first time in our history, we now have a corporate level committed credit facility, a reflection of the maturation of our platform, the quality of our contracts, and the confidence of the world's strongest institutional lenders in Cipher. On the physical execution side, our results are equally impressive. At Barber Lake, we had over 1,100 daily active workers on site in April with more than 1,400 expected in May. More importantly, we have exceeded 1 million cumulative labor hours on site with 0 lost time incidents. That is an extraordinary safety record for a project of this scale and complexity, and it reflects the culture of operational discipline we have built within our construction team. At Black Pearl, we completed the demolition of the existing Bitcoin mining infrastructure for the Phase I retrofit within 1 month of kickoff. Phase II broke ground just 3 months after design kickoff. With both sites tracking, we have entered the second quarter with significant momentum. Now let's take a more detailed look at our current development portfolio. At Barber Lake, construction is well advanced, and the focus is entirely on delivery. I am pleased to report that Barber Lake is tracking well. In April, the building officially topped out, marking the completion of the primary structural steel. From the first column to the last structural beam, it took 127 days to stand up a roughly 800,000 square foot structure. This achievement is a testament to the quality of our construction management team and the depth of our supply chain relationships. Mechanical, electrical, and networking work fronts are now progressing in parallel, and the project continues to track toward meeting all contractual early access and substantial completion milestone dates. From a procurement standpoint, we have secured approximately 99% of the equipment required to complete this project. Equipment delivery schedules are aligned to support our construction completion targets, which means the risk of supply chain disruption to our timeline is minimal. Our design is 100% complete. All design milestones have been achieved on schedule, which eliminates another meaningful source of construction risk at this stage of the project. The next slide gives investors a visual representation of what has been accomplished at this site, and I encourage you to take a moment to look at it closely. Slide 10 shows an aerial photograph of the Barber Lake campus taken last week. Look at this image carefully because I think it captures something that numbers and bullet points cannot fully convey. Eight months ago, this was an open field in West Texas. Today, it is one of the largest data center structures under active construction in the United States. The scale of what this photograph shows is immense, a facility built to deliver 207 megawatts of critical IT load for some of the world's most sophisticated technology companies rising from the ground with a speed and precision that we believe is unmatched in this industry. When I think about how we got here, the years of site sourcing, lease negotiations, the financing work, the design and engineering, the procurement, the construction management, and I look at what stands on this site today, I am genuinely proud of every member of this team. This is what Built for Hyperscale looks like in practice. We look forward to welcoming our tenants to the campus later this year. Similar to Barber Lake, Black Pearl is progressing with the same level of discipline and velocity. The decommissioning of Bitcoin mining infrastructure is complete. The site has fully transitioned to data center development mode. Phase I of the retrofit is progressing well with mechanical, electrical, and networking work fronts in full swing. Crews are actively working to install the cooling and electrical infrastructure to enable the legacy building to accommodate the new HPC equipment. On the procurement front, approximately 93% of Phase I equipment is secured and delivery schedules are aligned to support our completion targets. On Phase II, site layout and earthwork began in April, just 3 months after design kickoff. We have also secured approximately 80% of Phase 2 equipment and delivery schedules are aligned to support our completion targets. The project is tracking to meet contractual early access and rack ready dates across both phases, and we remain confident in our ability to deliver this campus on schedule. Slide 12 provides a first look at construction progress at our Stingray site in Andrews County, Texas. As a reminder, this site has 100 megawatts of gross capacity fully approved with a target energization date in the fourth quarter of 2026. Development activity at Stingray began during the first quarter. Earthwork and pad preparation are currently in progress. Electrical work for the substation has commenced, consistent with our Q4 2026 energization timeline. We look forward to providing further updates on this site as construction mobilization progresses. Odessa continues to mine Bitcoin and the site performed well in the first quarter. As a reminder, Odessa's fixed price power purchase agreement at approximately $0.028 per kilowatt hour continues to position Cipher among the lowest cost Bitcoin producers in the industry. Today, we are operating 207 megawatts of capacity, generating approximately 11.6 exahash per second of total hash rate at a fleet efficiency of approximately 17.2 joules per terahash. In the first quarter, we mined approximately 346 Bitcoin at Odessa. Our mining operations remain fully self-funded. We do not anticipate additional capital investment in this part of the business as we continue prioritizing our platform towards HPC. Odessa continues to generate healthy cash flow as our data center leases ramp towards revenue commencement later this year. Let's now shift to an update on our development pipeline. Turning to Slide 15. I want to walk through the specific sites in our near-term pipeline and give investors a sense of where each stands today. Reveille and Ulysses represent our most advanced precontracting opportunities and are both fully interconnection approved. Reveille, located in Cotulla, Texas, has received ERCOT interconnection approval for 70 gross megawatts, and substation development has been initiated. We are in active and advanced discussions with multiple potential tenants for an HPC hosting lease at this site. Given Reveille's capacity falls below the threshold that would trigger ERCOT's batch process and given that its interconnection is already approved, the site's energization timeline of Q3 2027 is not subject to batch process uncertainty. The load is firm, the approvals are in hand, and we are actively converting this site into a contracted asset. Ulysses, our 200-megawatt site in Southeastern Ohio, has all necessary approvals to participate in the PJM market, and we are similarly in advanced discussions with prospective tenants for an HPC hosting lease here. This site is Cipher's first in PJM, and it is well suited for HPC data centers. We are targeting energization in Q4 2027 and remain highly confident in that timeline. Looking beyond these near-term sites, we have McLennan, Mikeska and Colchis. Each is advancing through the ERCOT interconnection process and tracking well. We continue to push all required workflows forward, fund all deposits on schedule, and ensure these energization timelines are preserved. All 3 sites are expected to energize in 2028, and all 3 sites are expected to be in batch 0 of the new ERCOT batch process. We have strong conviction in the quality of our pipeline positioning and continue to engage proactively with prospective tenants at each of these sites. Slide 16 brings the entire portfolio together in one view and illustrates the depth of the platform we have built. On the left, our current operating and contracted capacity, 207 megawatts of Bitcoin mining at Odessa, 300 megawatts contracted at Barber Lake with FluidStack and Google, 300 megawatts contracted at Black Pearl with Amazon Web Services, and 100 megawatts contracted under our newly signed third lease. Together, that totals 907 megawatts of operating and contracted gross capacity today. On the right, the pipeline capacity timeline tells the story of what comes next. In the 2027 window, Reveille and Ulysses together represent 270 megawatts of near-term pipeline capacity. In 2028 to 2029, Mikeska, McLennan, Milsing, and Colchis add up to 2.5 gigawatts of additional pipeline capacity. And looking to 2030 and beyond, an additional 500 megawatts at Barber Lake represents a further upsized opportunity at an already contracted and operating site. Altogether, this represents up to 4.2 gigawatts of total portfolio capacity from the grid. Our conviction has only strengthened over the past quarter. We believe Cipher is among the best positioned companies in the world to continue converting this pipeline into contracted long-term cash flows, and we look forward to demonstrating that over the quarters ahead. I'll now turn the call over to our CFO, Greg Mumford, who will walk through our financing activities, capital structure, and financial results for the first quarter. Greg? Greg Mumford: Thanks, Tyler, and good morning, everyone. Over the past year, Cipher has taken significant steps to reshape the financial profile of the company, transitioning from a start-up Bitcoin miner to an institutionally backed digital infrastructure platform with long-term contracted cash flows and a purpose-built capital structure. In the first quarter, we continued to strengthen that financial foundation in ways that meaningfully derisk execution and improve forward visibility. We entered 2026 focused on strategic capital allocation, isolating construction risk via nonrecourse financing, and improving our corporate liquidity. In Q1, we successfully completed 2 additional financings, the $2 billion Black Pearl project level financing that fully fund our second data center campus through completion and a $200 million revolving credit facility. This revolver marks the first of its kind amongst our peer group, securing multi-year committed liquidity from leading financial institutions, including Morgan Stanley, Goldman Sachs, JPMorgan, Wells Fargo, Santander, and SMBC. Each of these transactions highlights the continued maturation of Cipher's platform. The Black Pearl financing represents our third successful project-level bond issuance, demonstrating repeat access to the capital markets and a growing diversified institutional investor base following our story. We achieved highly competitive pricing while maintaining structural flexibility through a callable format, which we believe positions us to actively manage and optimize our capital structure over time. The revolving credit facility supported by a broad syndicate of leading global banks further underscores the increasing confidence of institutional lenders in Cipher as a scaled and creditworthy counterparty and provides the liquidity foundation to support our continued growth. Turning to Slide 18. I want to walk investors through our full capital structure and liquidity position as at March 31, 2026. At the corporate level, we have a 4-year committed revolver for $200 million and 2 unsecured convertible notes. Revolving facility bears interest at SOFR plus 125 to 175 basis points, subject to the company's total debt-to-market capitalization ratio. This facility was undrawn at quarter end, but provides us the flexibility to support working capital, issue LCs, and fund growth initiatives. At the project level, we continue to pursue nonrecourse financing through construction, reflecting our disciplined approach to capital allocation. Cipher Compute LLC, the entity that holds the Barber Lake lease, carries approximately $1.7 billion of 7.125 senior secured notes due November 2030. These notes amortize aligning debt service with the cash flows generated by the lease. Black Pearl Compute LLC carries $2 billion of 6.125 senior secured notes due February 2031. Both bonds are currently trading at a premium to par, reflecting investor confidence in our ability to execute on both projects. In aggregate, total principal outstanding on our debt was approximately $5.2 billion. Unrestricted cash and cash equivalents stand at $715 million, providing substantial corporate liquidity in addition to Bitcoin totaling $76 million and our undrawn revolver availability. Restricted cash of approximately $3.5 billion includes approximately $1.8 billion at Cipher Compute or approximately $1.5 billion net of DSRA and interest-bearing construction accounts and approximately $1.8 billion at Black Pearl Compute or approximately $1.5 billion net of DSRA and interest-earning construction accounts. Both projects remain sufficiently capitalized through construction based on our current estimate to complete. This capital structure is purpose-built and our liquidity position is sufficient to fund our near-term development pipeline without requiring additional equity, providing clear visibility into execution. Importantly, the majority of our debt is nonrecourse and tied to contracted assets, isolating risk through construction and aligning debt with cash flow. Let's now turn to review of our financial results for the first quarter of 2026. Revenue for the first quarter was $35 million, down from $60 million in Q4, reflecting the planned wind down of mining operations at Black Pearl and our transition toward contracted data center revenue. Mining at Black Pearl was fully decommissioned in February. For the quarter, we reported a GAAP net loss of $114 million or $0.28 per diluted share compared to a GAAP net loss of $734 million or $1.85 per diluted share last quarter. The Q1 loss was primarily driven by a decrease in revenue from the planned wind down of mining operations at Black Pearl, the decrease in the fair value of our PPA, and the increase in interest expense from our new debt facilities. The Q4 loss was primarily driven by noncash and onetime items, including the embedded derivative revaluation on the 2031 convertible notes and mining asset write-downs. Cost of revenue for the first quarter was $18 million, down from $24 million in Q4, reflecting the transition to Odessa as our sole operating site. Compensation and benefits were $35 million in the quarter, in line with last quarter. Year-over-year compensation increased from $14 million, primarily reflecting headcount growth and equity-based compensation associated with scaling the platform. We increased headcount from 50 people in Q4 to 70 in Q1, and we're starting to normalize and slow hiring around 85 full-time employees. General and administrative expenses were $12 million, up from $10 million last quarter, primarily reflecting increased legal and professional fees associated with our lease negotiations and financing transactions. Depreciation and amortization decreased to $19 million from $52 million last quarter, primarily due to mining asset sales and decommissioning associated with the Black Pearl retrofit. The change in fair value of our power purchase agreement was a $28 million decrease this quarter compared to a $12 million decrease last quarter. As we've consistently noted, this is a noncash item. The value of the Luminant contract lies in its long-term fixed price power, supporting industry-leading power costs of approximately $0.028 per kilowatt hour, among the lowest in the industry. Moving below to the operating line. We generated $32 million of interest income in the quarter, up from $19 million last quarter, reflecting higher average cash balances following the Black Pearl financing. Interest expense was $59 million, up from $33 million last quarter, reflecting our project level financings. The change in fair value of our warrant liability was $44 million noncash gain this quarter compared to a $13 million loss last quarter, reflecting the changes in the value of the Google warrants associated with the Barber Lake lease. Turning to our balance sheet as of March 31, 2026. Total assets grew to $6.4 billion at quarter end, up from $4.3 billion last quarter, primarily driven by the Black Pearl project financing reflected in growth in both property and equipment as well as restricted cash. Cash and cash equivalents were $715 million. Restricted cash ring-fenced at the project entities and dedicated to construction spending totaled approximately $3.5 billion across current and noncurrent portions, including proceeds from the Black Pearl financing. Property and equipment net of depreciation grew to $1.3 billion from $633 million at year-end as a result of ongoing construction across multiple projects. On the liability side, borrowings totaled approximately $4.7 billion. Accounts payable grew to $198 million at quarter end from $40 million at year-end, consistent with the ramp-up of construction activity and normal timing of vendor payments. Balance sheet reflects the company in an active investment phase, deploying capital across multiple large-scale construction projects with associated contracted revenues ramping as assets come online. We are executing in line with plan, and we remain well positioned from a liquidity and capital allocation perspective to execute on our commitments and scale the platform. Before we open the call to questions, I want to take a moment to reflect on the full picture of where Cipher Digital stands as we close out the first quarter of 2026. We have executed 3 long-term data center campus leases, generating approximately $11.4 billion of contracted revenue over the base lease terms. We have 2 data centers under active construction, both tracking well. We have a third site where we will begin mobilizing construction in Q2. We have a strong balance sheet and have demonstrated a repeatable ability to finance construction projects competitively. We have retained flexibility in our financings and our capital structure will continue to evolve over time. Finally, we have approximately 3.3 gigawatts of additional capacity in our pipeline that positions us for continued growth well into the back half of this decade. We remain firmly committed to disciplined execution, capital efficiency, and delivering long-term value to our shareholders. The next 12 months will be defined by construction milestones, revenue commencement, and the continued conversion of our pipeline into contracted assets. We look forward to updating you on each of those fronts throughout the year. Thank you for your continued support. Tyler and I would be pleased to take your questions. Operator: [Operator Instructions] Our first question comes from Paul Golding with Macquarie. Paul Golding: Congrats on all the progress on the sites. I just wanted to ask, first off, around pricing. It seems just doing the back of the envelope math that the incremental Stingray lease, the NOI seems to be per megawatt at least, an improvement on the other 2 on average. Just wanted to ask as you're engaged in these incremental conversations with prospective tenants, how pricing is trending? Is it continuing to trend in a positive direction relative to your existing deals? And then as a follow-up, I just wanted to ask, in general, given the strength of these leases and lease negotiations, how you're thinking about compute? Is that sort of a business that you're considering at all? Has your thinking changed there? Or is the leasing environment for colo just so strong that you're sticking with that for now? Rodney Page: Thanks, Paul. Let's start with pricing. So I think it's hard to give a one-size-fits-all answer for leasing because it's a dynamic question that's really linked to speed to market, speed to availability. I think when you've got a site that is already energized or energized in the very near future, there's no question it trades at a premium as far as what it can get for a lease. I think as you continue to demonstrate the ability to build things at an accelerated pace like we are capable of doing, that also makes those timelines more realistic and gives you more pricing power. So yes, fair to say we continue to see premium pricing in our negotiations. But that's also because we have had sites that are available in the near term. So we still have 2 sites that we are currently marketing in Reveille and Ulysses that I would consider near-term availability that have a fair amount of interest. And I expect our pricing power to maintain there. Based on the conversations we're having, I do not see lease rates going down for premium sites with good timelines. And then I guess related to that, on the compute question, it's interesting. I think we have said historically, we -- if you are getting those premium lease rates for colocation, it's just a better business than owning the GPUs or TPUs or whatever chips you're running. I'd say we are looking at an interesting test case at Reveille. Given that Reveille is still a big data center at 70 megawatts, but maybe below the targets of the kind of massive colocation tenants, we are looking at a variety of business models at Reveille, including ones where we may participate in the ownership of the computers. There are some interesting trends going on right now with credit support for Neoclouds. There's a variety of larger, more creditworthy supporters of Neoclouds that will provide credit support to try to ensure their success. And so at Reveille, we are looking at, given its scale, it is an attractive site for Neoclouds. Those Neoclouds can now get investment-grade support or other forms, whether it's a guarantee or in the form of prepayment, et cetera. And so we are considering potential structures where we would also participate in owning and operating the compute at that site. I think on a risk-adjusted basis, the returns there could be very favorable because we could get some support participating in that side of the business. And at that scale, the returns can become pretty interesting. So I think that's our test kitchen site. We have had inquiries also at Ulysses on that. I think our appetite may be more the scale of Reveille if we were going to participate in the compute side of the business. But in general, we favor -- when you can get very elevated lease rates, we favor the colocation business. Paul Golding: That's really interesting. Do you see that decision being more prospective counterparty led or internal business model driven? Rodney Page: I mean it's a little bit both. If you're speaking to Neocloud, in general, they're trying to leverage the credit support that they can get because these are expensive data centers as they try to ramp up. And they're not the really big Neoclouds that have access to broader capital markets that are kind of in the on-deck circle to become large or go public in the future or whatever. They may live in the ecosystem of an NVIDIA or an AMD or someone like that. And our understanding from those conversations is they have plenty of compute offtake ready to go. Like, they've got their 5-year contracts for compute offtake lined up if they can find a good site within a good time window. So as far as it goes for our discussions, it's kind of -- it's a whole mix of factors as we look at it because we're talking about things like what kind of credit support makes a smaller Neocloud attractive as a tenant. Obviously, full backstop from an investment-grade supporter is kind of a gold standard. Prepayment of fees, if you stretch it out, we've seen and heard anecdotally some larger prepayments coming through, which significantly derisked the project. And then it really comes down to math. I mean when you look at enough prepayment or a strong enough credit support, that can influence our willingness to participate in the compute side. I mean, I think high level -- that business has not been as attractive because while you can get a compute offtake agreement that will pay back the computers in 5 years, typically, there is a debt overhang on the data center after 5 years. And so you're taking this either extended life risk on how long is the useful life of today's machines. Obviously, those numbers have been really favorable recently. But as we know from our past lives with ASICs, that doesn't necessarily hold consistent forever. And then the other question is sort of how much debt overhang are you comfortable with if in 5 years, you're done with your compute tenant and you have a not fully paid for data center, which is why I often say like the risk-adjusted returns are just extremely compelling in colo, when you get higher lease rates and longer contracts, you have a fully paid for asset at really attractive returns. And then frankly, it ties into our broader thesis about places like West Texas, having a ton of terminal value in those sites that the market does not fully appreciate yet. So it's a complex mix. I guess, it's a long-winded way of saying we want to get the best risk-adjusted returns for shareholders. And so as credit support developments have evolved in that space, it has become more interesting for us to potentially participate in owning the computers at a site like Reveille. Operator: Our next question comes from Joseph Vafi with Canaccord Genuity. Joseph Vafi: Congrats on all the great progress, really great to see. Maybe, Tyler, any update on the Odessa PPA? Obviously, the market is really strong, and I'm sure that this is a top-of-mind issue. And then I have a quick follow-up. Rodney Page: I mean, look, I'll tell you this, Joe, it's lovely to have the cheapest cost of electricity in the Bitcoin mining space because we make nice margins there every day as we mine Bitcoin, and that's locked in at a really low rate for the next 14 months or so. We do have a lot of interest in Odessa. We have a hyperscaler interest in that site. I think I've mentioned before, we would be interested in potentially evolving that site much like we did Black Pearl from a Bitcoin mining site to an HPC campus. That will involve several counterparties because, of course, we have to renegotiate that PPA, and we'll be working with the counterparty there. So the PPA continues to be one of our very strong points that we negotiated a long time ago. And look, it certainly gives us a very strong bargaining chip as we think about what the future of that site may be. By the way, the future of that site could be that we decide to mine Bitcoin there for the next 14 months and make lots of money in Bitcoin mining there. We don't have to be in a rush because we're very favorably situated because of the low price. Joseph Vafi: Sure. That make sense. And then just sticking to the behind-the-meter theme. I know, Tyler, in previous calls, you've mentioned exploring behind-the-meter options. I mean, clearly, you got a big power portfolio, but an update on your strategy and what you're thinking on behind-the-meter opportunities. Rodney Page: Yes. So this has been a spot where we've had some of our best people spending most of their time in recent months. I think the potential for behind-the-meter on-site generation is extraordinary for us and our sites given where they are. We have access to a tremendous amount of cheap natural gas at our sites in West Texas. Pulling together all the pieces that need to be pulled together for a successful behind-the-meter generation data center is challenging. You've got to sort of solve some of the engineering challenges given the nature of the load profile for an HPC data center. Bringing your own generation will not have the same characteristics and consistency as grid-connected power. So you've got to solve some engineering challenges. You've got to solve sort of the gas infrastructure piece. You typically are going to have IPPs involved where you're going to have to pick a source of generation, potentially get air permits, finance the whole thing, guarantee power purchase agreements for billions of dollars. And so, it's complicated. I think the good news is we are in the kitchen with the best shifts, and we have all the ingredients to make a Michelin 3-star meal. It's just pulling all those pieces together has pretty much not been done. I mean, Elon has done it, and I'll put him in his own special category of having sort of dictatorial powers over the entire ecosystem, whereas the rest of us mere mortals have to deal with real-world humans from these different disparate parts of the ecosystem. And so it is an engineering challenge, a financing challenge, an emotional intelligence challenge, et cetera. I think we are extraordinarily well positioned for that opportunity. And it may be the most upside convexity potential in our stock, frankly, because, again, theoretically, there is gas that could power gigawatts of generation that we're not even talking about in our presentations because it's just early. But the potential is exciting enough and the tenants are interested enough that we're spending a lot of time on it. So stay tuned. Operator: Our next question comes from Brian Dobson with Clear Street. Brian Dobson: So congratulations on the new contract. Can you give us any color, are there any potential options to expand on the initial 100 megawatts? Rodney Page: So it's just 100 to start. But as I mentioned, we've got -- all the sites certainly are located above an entire ocean of natural gas. And we own lots of land, and we're in favorable locations. So stay tuned to see if there's a continuing behind-the-meter story there. But as per the contract, no, it covers the 100 megawatts. Brian Dobson: Okay. Excellent. And then as you're looking out over the next few years, do you see a point where you could exit Bitcoin mining entirely? And what do you think the business looks like, call it, by 2030? You spent some time talking about the long-term goals of Cipher. Rodney Page: Yes. I mean -- so look, it's a great question that keeps me up at night because I'm so excited about the potential. So first of all, I see Bitcoin winding down. As I mentioned, we do not plan to deploy further CapEx into Bitcoin mining. We have an operational site that could run until the end of July 2027 with really favorable economics. So we're not in a rush to turn it off. It brings in positive cash flow every month, several million dollars. So we're happy to have that. That said, that is kind of an outside date for that, either we may repurpose that site or alternatively have it run down in the next 14 months and say thank you. Probably, we are also liquidated of our Bitcoin position, I would imagine, this year. We're not in any rush. We continue to sort of manage the inventory down. We have not been aggressive sellers at low levels because, frankly, we're reasonably bullish on Bitcoin here. We collected a fair amount of premium by selling some calls above the market price of Bitcoin at different times in the first quarter because we'd be happy to sell at higher prices, and if not, we collect a premium. So we're prudently managing that down. I think Bitcoin will not be a part of our story by 2030, like you said, I mean, I would say by 2020 -- end of '27 at the latest, if not sooner. And it's already sort of dwindling as you look at the NOI that will be coming in from the leases, it will become immaterial as far as our financials go before it is completely wound down. Now by 2030, I mean, this is where you get really exciting about the upside. We are anxiously awaiting the results of ERCOT's batch process. I think we tried to be very clear that we feel we are in a very strong position with our sites to be in batch 0 there. And again, I view the HPC business as a bit of a flywheel where you're signing leases, demonstrating excellence in the execution of the quality of what we're building, the quality of our relationship management, the timeline on which we are delivering, the ability to finance at the best rates in the space. I checked our debt for the 2 projects this morning, and I think the yields were about 6.2% and 5.7%, both trading above par. So clearly, the debt investors of the world believe in our ability to construct and deliver on time. That positivity and access to finance then begets the ability to do more big data centers, and we've got that pipeline and those tenant relationships continue to flourish. I don't think any of our competitors has the tenant relationships we have. And so by 2030, to answer your question, I expect to have high-quality long-term leases with the best tenants in the world at all of the sites in our portfolio. And I would hope that we'll be operating 4 gigawatts plus of HPC at really attractive colocation rates. A lot of work to do between now and then. That's aspirational, but I'm very positive this team can do it. Operator: Our next question comes from Michael Donovan with Compass Point. Michael Donovan: Congrats on the progress. Can you discuss what equipment remains outstanding for Black Pearl's Phase I and II? Rodney Page: Sure. So for most of the equipment that is outstanding, it's -- that has not been acquired. It is all sort of on the expected procurement timeline that we laid out at the front end, and it tends to be commodity-like items. So I think we said in the presentation, we've got 93% of the Phase I equipment secured and 80% of the Phase II equipment secured. What remains outstanding are not the, like, long lead time items that tends to be stuff like, again, cable, office furniture. I think there are some like miscellaneous mechanical equipment, et cetera. Michael Donovan: Great. That's helpful, Tyler. And then a follow-up. As your contracted backlog has expanded, has your view changed on how far in advance of expected site energization you would sign a new lease? Rodney Page: Yes. So that's a good question. I think having the interconnect in hand is an important piece of that. So we're watching the batch process in ERCOT very carefully. If we end up where we think we're going to end up and have interconnects at a couple of large sites that we expect to energize in 2028, I think we'll proceed with lease negotiations reasonably quickly. Frankly, a gigawatt site is just so attractive that -- and you need enough time to build it. That -- I think that would be well within the window to begin fast-paced lease construction. So -- but I still think having the interconnect has tended to be a proof point that tenants need to see because I think there's like 1,000 people that are suddenly data center developers and have a site somewhere. And when you kind of diligence just how far along and reliable the grid connection is, it often falls through. We see this as we look at corporate development opportunities, when we look at site acquisitions, fair to say to go through the rigors of a lease negotiation with a hyperscaler, you're going to have to have a really buttoned-up timeframe on your interconnect. So I still think that factor is probably what drives it. And then look, it's construction timelines. I think for us, a huge advantage we've got is our ability to deliver quickly. We have a little bit of a different setup here than a lot of folks. I mean, we handle procurement in-house. We have a team of experts, ex-hyperscalers or the construction firms that serve them. And I think that's one of our biggest advantages to manage supply chain move quickly and control our own destiny. I think that's why we're in such a good position at our sites. I mean, at this point, I think we are more likely to deliver a site ahead of schedule than behind schedule. That's how strong our timeline management is. So hopefully, we'll have some upside surprises before too long. But at any rate, I think managing that is one of our greatest strengths. And I see that playing into the flywheel, as I described earlier. Operator: Our next question is from Ben Sommers with BTIG. Benjamin Sommers: So you mentioned earlier on the inquiries you've gotten to potentially own your own compute at Ohio at Ulysses. I guess kind of just zooming out here, curious on the broader demand you are seeing for the site. And is there anything to call out here given that it is in a different power market than the rest of the portfolio? Rodney Page: Yes, sure. I mean I think we have had inquiries, but we've also had inquiries and live discussions with multiple hyperscalers for that site. So I think fair to say if we're going to dip our toe in the compute ownership business, it's probably more likely to happen at Reveille just given the size and the risk exposure there. That said, never say never. If credit support continues to evolve among amazing counterparties for Neoclouds and that touches owning the computers, and we can make a better return for shareholders, we'll do it. But given that Ulysses has also interest from really great names just for traditional colocation, that's -- I mean, at this point, that's probably more likely. Stay tuned. As far as being a different power market, like PJM is a market we have targeted for a long time. So we're excited to have a site there. I visited the site 2 weeks ago. It looks great. We're very excited about the potential. So I think a high degree of interest in the site, a little bit closer to a traditional location given that it's in the Greater Columbus area, sort of extended, which is a popular traditional data center market. So I think there's also a pretty big demand in PJM because you asked about the nature of the markets. As a broad generalization, there are higher deposit requirements there than ERCOT. So I'd say it's a little more demanding. So it's sort of harder, I'd say, to get an attractive site in PJM. So that's another thing that puts a bit of a premium on that site. There's not as many opportunities. Benjamin Sommers: Awesome. Super helpful. Then on to the financing side, just kind of curious if there's anything to call out on potentially project level financing for the new 100-megawatt contract. And I guess just anything you're seeing kind of the project level financing for colocation contracts that you want to call out? Rodney Page: Greg, do you want to handle that one? Greg Mumford: Yes, happy to jump in. And thanks for the question. So look, we've raised 3 successful project level bonds now. I think we've really demonstrated the ability to access capital markets. We have a diversified institutional investor base that's now following the name. I'm very confident that if we were to go out and doing another bond that looks similar to what we've done today, we would be very successful and price at similar, if not better terms. We're comfortable with that, and we're happy with how we finance to date. At our stage of growth, I really want to emphasize the fact that maintaining flexibility in our capital structure is so critical to us right now. I think the way that this whole industry evolves over time still remains to be seen. So noncallable long-duration financings can look great from a headline number, but I think you could trap cash and limit your ability to optimize assets over time. So I think what we're focused on is flexibility in the capital structure kind of up and down. We're focused on nonrecourse financing to really isolate construction risk through construction. And then we're focused on optimizing the capital structure as we grow and we add more assets to the portfolio and more stabilized assets that provide collateral. So every time we look at financing, we'll kind of put everything on the table, and we'll evaluate it, and we'll pick what the best option is. But we're confident that we'll be pursuing something with similar or better terms than what we've seen to date. Rodney Page: Judging from the pace of calls from investment bankers to Greg eager to do more debt financing for us, I'm confident there is an extraordinary appetite for our paper out there. Operator: Our next question comes from Mike Grondahl with Northland. Mike Grondahl: See, I'm going to assume Reveille and Ulysses are pretty baked here. And I kind of want to look at McLennan, Mikeska, and Colchis. Tyler, what are the major hurdles or challenges to get those 3 energized? And then what does demand look like today for that 2028 power? How is those conversations going? Rodney Page: Sure. Thanks, Mike. So the challenge here is that ERCOT is going through this batch process where they're doing constant meetings, considering all the final tweaks to how they want to implement it. There was a meeting yesterday that was several hours that we participated in. So we are -- what we have done at those 3 sites and the reason why we highlight them is that we have done everything that has been laid out to us to have those sites qualify for what will be in this batch 0 approval as it winds its way through ERCOT, which should be done next month. Given that, we believe -- and again, this has been like an evolving process, right? ERCOT has changed requirements and they've delayed the batch process as we've gone along. So we're trying to be as transparent as possible. We believe we have done everything, but until we have the final okay, we won't have the interconnect. As I mentioned earlier, having that interconnect is probably the gateway to rapidly advancing tenant discussions. So again, we have a great team that is following this and participating, and I feel like we have our ear to the ground very well with what's going on with the evolution of the batch process. We are confident that these 3 sites have done what is necessary, and they have been done for a while. So from a sort of chronological ordering perspective, they are in a good spot. We are hoping for a good outcome from the finalization of that batch process in June. And then I think we then flip to the next question, which is, okay, so if you've got about 1.5 years, you're going out to 2028, what's the level of interest. Historically -- well, by historically, I mean the last year or so, as you get into that kind of 1.5 years out window, there has been the greatest level of interest from tenants. That starts to be squarely in their wheelhouse where they can match up demand forecasts for what they need. I have every reason to believe that there will be significant demand. And when you're talking about sites that have a gigawatt at the site or 500 megawatts, those are really big attractive sites. They're in Texas, which is data center friendly. We've got kind of really NIMBY issues across the country. We're managing those very well in Texas at our existing sites. Texas is set up for a favorable outcome on those kinds of issues. So I am just very, very, very bullish on the level of appetite for those sites once we get through the final unknown of the ERCOT process. And then hopefully, there's lots of upside stories to report in the coming months. Mike Grondahl: Got it. Yes, a month isn't that far away. And then maybe just a follow-up. How should we handicap the odds that on your pipeline slide at, say, year-end 2026, there's new sites that you've acquired on there. Would you say that's low, medium, high? Rodney Page: That one is really hard to say. I'd say we have seen quite an amount of inbound opportunities, I think, as we've gotten better known and people do channel checks on our tenants and the success of our construction projects and see our financings. That said, most of the opportunities we've seen that are coming in are way far out, and they haven't made as much sense for us. So an opportunity in 2030 or something like that. What I would say will be interesting, is that with the advance and finalization of the ERCOT process, a big part of that will be putting down large deposits. Historically, we've acquired a lot of our sites from less well-capitalized speculators that find a good spot, but they're not prepared to really develop it or pay double-digit millions of dollars in deposits to show how real they are, which is part of the test in ERCOT. So it's hard to answer your question, but I'm actually cautiously optimistic that the finalization of this process may produce some opportunities where we have inbounds from people we know and follow in that ecosystem of kind of smaller developers that may be looking for a partner. So I can't give you an exact forecast. All I can say is we're looking at site opportunities all the time. I think we may have a wave of them coming in an area where we have historically had a lot of success. So it's another stay tuned. That said, working on building the 4-plus gigawatts we've got will definitely keep us busy in the meantime. Operator: Ladies and gentlemen, this does conclude the Q&A portion of today's program. I'd like to turn the call back over to Tyler for any further remarks. Rodney Page: Just to say thanks again for everyone for dialing in and your continued support. We are really excited about what's going on, and look forward to talking to you again soon. Cheers. Operator: Thank you. Ladies and gentlemen, this does conclude today's presentation. You may now disconnect. And have a wonderful day.
Unknown Executive: Hello, everyone, and welcome to GBDC's earnings call for the fiscal quarter ended March 31, 2026. Before we begin, I'd like to take a moment to remind our listeners that remarks made during this call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts made during this call may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in GBDC's SEC filings. For materials we intend to refer to on today's earnings call, please visit the Investor Resources tab on the homepage of our website, which is www.golubcapitalbdc.com and click on the Events and Presentations link. Our earnings release is also available on our website in the Investor Resources section. As a reminder, this call is being recorded. With that, I'm pleased to turn the call over to David Golub, Chief Executive Officer of GBDC. David B. Golub: Hello, everybody, and thanks for joining us today. I'm joined today by Tim Topicz, our Chief Operating Officer; Rob Tuchscherer, Senior Managing Director and Officer of GBDC; and Chris Ericson, our CFO. For those of you who are new to GBDC, our investment strategy is focused on providing first lien senior secured loans to healthy, resilient middle-market companies that are backed by strong partnership-oriented private equity sponsors. Yesterday, we issued our earnings press release for the fiscal quarter ended March 31, 2026, and we posted an earnings presentation on our website. We'll be referring to that presentation during the call today. We're going to change from our usual format today. I'm going to start with headlines and some commentary on what I think is happening in private credit. And then Tim, Rob and Chris are going to walk you through our operating and financial performance in detail. Following that, we'll open the line for questions. So let me start with headlines. GBDC had a small loss for the quarter, about 1% of NAV, and that was primarily because of mark-to-market fair value write-downs. Adjusted NII per share for the quarter was $0.34. That corresponds to an annualized adjusted NII return on equity of 9.5%. Nonaccruals remain low in both absolute terms and relative to BDC industry peers and performance ratings for GBDC's borrowers not only remain strong, they actually improved modestly quarter-over-quarter. Now let's drill down on that first headline. I said the loss this quarter was primarily from fair value markdowns. To remind long-time BDC investors and to educate new ones, GAAP for a BDC loan investments isn't the same as GAAP for loans made by banks. When a bank makes a $100 loan, the asset stays on the bank's balance sheet at $100 regardless of what happens to market interest rates. There's a separate impairment reserve that the bank can use to buffer potential credit losses, but bank accounting doesn't account for changes in spreads. BDC accounting does account for changes in spreads. We mark our loans to fair value every accounting period. So when spreads widen, we write down our loans even when they're paying interest on time and even when we expect them to pay off at par. So this last quarter saw meaningful spread widening and that caused us to write down fair values even on our well-performing credits. Now whenever we have a quarter with this kind of meaningful spread widening, you'll hear us talk about how there's a big difference between temporary losses and permanent losses. Realized credit losses are permanent. They don't come back. If we can avoid realized credit losses, the mark-to-market adjustments, they reverse over time as borrowers move toward payoff or as their credit attributes improve or as market spreads narrow. The good news is that we currently think that most of this quarter's fair value write-down will reverse in future quarters. Tim is going to walk you through why in a few minutes. I want to talk before handing the mic over about the bigger picture here. The spread widening that we saw this last quarter, it's part of a larger macro picture. I want to spend a few minutes talking about the forces that are causing changes in the private credit landscape, the impact of those forces and where I think we're likely to go from here. In the last several earnings calls, we've talked about headwinds facing direct lending. We've talked about how base rates have declined by about 1.5 percentage points since 2022. We've talked about how spreads have narrowed over the same period. Spreads have come down by more than 1 percentage point. So between base rates and spread reductions, that's 2.5 to 3 percentage points of return headwinds. We've also talked about elevated credit stress and how that's been reflected in higher default rates, more frequent restructurings and utilization of PIK amendments. In the last quarter, we can say we can add a new headwind, concerns about AI and software. So these 4 headwinds, lower base rates, lower spreads, elevated credit stress, AI fears, they've had a big impact. We've seen lower returns across the public BDC sector with average returns on equity falling from about 9% in 2023 and '24 to between 4% and 5% last year. We've seen a big increase in dispersion, too. The dispersion of performance between top quartile managers and bottom quartile managers has always been large in the BDC space, but it's been particularly large in the last year with top managers performance going down a little and bottom manager performance going down a lot. The third impact, shareholders have spoken. We've seen a sell-off in publicly traded BDCs, which now trade at large discounts, and we've seen a spike in redemption requests in nontraded BDCs. All of these impacts, they've contributed to a final impact. And I'd characterize that final impact as a shift in wind direction. We've moved from a market that for years was becoming more borrower-friendly to one that's now becoming more lender-friendly. Now this trend is new, but we're already seeing wider spreads and more attractive deal terms. So what does this mean? Where are we headed from here? I'm usually very cautious about making predictions. You've heard me talk many times about how challenging the prediction business has been since COVID. But I'm going to offer the following thoughts about where I think the market is headed based on what I see today. My first prediction is actually a repeat from last quarter. I think we're in a Darwinian moment for private credit. Firms that have sustainable competitive advantages, that have strong performance from a credit standpoint, that have well-diversified long-term capital bases, they're going to adapt and take share. Firms with not so good credit performance or with an overreliance on retail products, they're going to struggle. Private equity sponsors are very soon going to know which credit firms can provide them with consistent, steady access to compelling financing solutions and which credit firms can't. All this is going to lead to a pattern we called out last year, a growing separation between what we call winners and whiners. Second prediction. I expect this period of credit stress to continue for a while. We're not through this credit cycle yet. We at Golub Capital try very hard to identify and escalate problems early. So we tend to be ahead of the market in recognizing and dealing with credit issues. My observation based on what I'm seeing in industry data and to a lesser extent in our portfolio is that there remains a subset of companies that are not adapting well to current economic conditions that are ultimately going to need to restructure and that hasn't happened yet. A third prediction, I think market conditions are going to become even more lender-friendly, especially if M&A continues to rebound. Capital has left and in some respects via continuing redemptions, continues to lead direct lending. Supply and demand, it's going to drive wider spreads. These wider spreads are going to create short-term losses from the fair value adjustments that we talked about earlier, but the same wider spreads are also going to create medium- and long-term benefits from higher earnings on new loans and from reversal of prior period fair value markdowns. We're confident that Golub Capital and GBDC are going to be among the winners. We're very optimistic about our medium- to long-term ability to produce premium returns for our investors, consistent with our nearly 16-year track record with GBDC since it went public. Now I'm going to pass the call over to Tim, Rob and Chris to discuss operating performance in the quarter in more detail, and I'll be back at the end for questions. Tim? Timothy Topicz: Thanks, David. Let's start on Slide 3 and discuss the drivers of GBDC's $0.34 per share of adjusted NII and negative $0.18 per share of adjusted earnings. First driver, overall credit performance remains solid. Approximately 89% of GBDC's investment portfolio at fair value remains in our highest performing internal rating categories and investments on nonaccrual status remained very low at just 1.4% of the total investment portfolio at fair value. This level is well below the average of GBDC's listed BDC peers. Second driver, GBDC's investment income yield of 9.7% annualized was down 30 basis points sequentially. The decrease was primarily driven by the full quarter impact of lower SOFR following the interest rate cuts of late 2025. Third driver, GBDC's borrowing costs declined by 20 basis points to 5.2% annualized, one of the lowest borrowing costs in the listed BDC peer group. The decline was similarly driven by the impact of lower SOFR, an offset that highlights one of the advantages of GBDC's predominantly floating rate debt capital structure. Fourth driver, GBDC's earnings continued to benefit from a gold standard fee structure and one of the lowest operating expense loads in the listed BDC peer group. And finally, as David previewed, credit spread widening drove the majority of the $0.52 per share of net realized and unrealized losses, resulting in a $0.18 per share loss in the quarter. Regarding balance sheet changes and distributions in the quarter, NAV per share declined to $14.35 per share. We ended the quarter with net debt to equity of 1.24x, consistent with prior quarters and within our targeted range of 0.85 to 1.25, while average leverage throughout the quarter was 1.21x, a modest decrease from prior quarters. Total distributions paid in the quarter were $0.33 per share. Our Board of Directors declared a $0.33 per share distribution for the third fiscal quarter of 2026. During the quarter, we continued our opportunistic repurchasing of GBDC shares on an accretive basis. The company repurchased 2.2 million shares in the quarter at a weighted average price of $12.43 per share or an approximately 16% discount to December 31, 2025, net asset value. In addition, the Golub Capital Rabbi Trust purchased approximately $19 million or 1.5 million shares of GBDC during the quarter for the purposes of awarding incentive compensation. Turning to Slide 7. You can see how the earnings drivers I just mentioned translated into GBDC's March 31, 2026, net asset value per share of $14.35. Adjusted NII of $0.34 fully covered the $0.33 per share base distribution that was paid out during the quarter. Adjusted net realized and unrealized losses were $0.52 per share. and $0.02 per share of net asset value accretion from share repurchases. Taken together, these results drove a net asset value per share decrease to $14.35. Now let's unpack the $0.51 per share of unrealized losses on Slide 8. It's important for investors to note that unrealized losses are not all created equal. When they are credit related, they often don't come back. On the other hand, when borrowers perform, the unrealized losses reverse over time as loans mature or spreads tighten. So a key question to ask when interpreting GBDC's results is how much of the unrealized loss in the March 31 quarter is likely to prove temporary. While there's no way to be sure except in hindsight, we find it informative to look at how much unrealized loss is embedded in borrowers that are performing in line or better than expectations at underwriting. In our experience, such unrealized losses are likely to reverse over time. Our preliminary analysis suggests the vast majority of unrealized losses were attributed to borrowers that are performing at least as well as we expected at the time of underwriting. You'll recall that GBDC's internal performance ratings categorize borrowers on this basis. For example, borrowers with ratings 4 or 5 are performing in line or better than expectations at underwriting, and we expect them to continue to perform as expected. Approximately 70% of the $0.51 per share of net unrealized losses this quarter or $0.35 per share came from borrowers rated 4 or 5. Because the borrowers are performing well, our view is that the fair value adjustments taken in the quarter were primarily driven by market spreads and are likely to reverse over time. Put differently, if GBDC were a bank and we didn't have to make fair value adjustments based on market spreads, the quarter would have been profitable. That said, we're not taking the expected reversal of unrealized losses for granted. We are keenly focused on avoiding permanent credit impairment and minimizing realized credit losses. Long-time GBDC investors are familiar with our playbook, careful underwriting, proactive portfolio monitoring, early detection of potential vulnerabilities and early intervention to address those vulnerabilities. The remaining 30% of net unrealized losses or $0.16 per share came from borrowers rated 3 or lower. These markdowns reflect the impact of the mix of market spreads and further credit deterioration in known troubled credits. In fact, the majority of the $0.16 per share of unrealized losses were related to borrowers on nonaccrual status as of March 31, 2026 or previously restructured portfolio companies. I will now turn the call over to Robert Tuchscherer to walk through our portfolio in more detail. Robert Tuchscherer: Thanks, Tim. I will now highlight our second fiscal quarter investment activity and provide some additional context on portfolio performance. Turning to Slide 9. In the first calendar quarter of 2026 at the Golub Capital level, our team originated over $3.3 billion of new investment commitments. GBDC participated in these new originations on a limited basis with $17.7 million in new investment commitments in the quarter, given slow repayments and our desire to focus on accretive share repurchases. We remain highly selective and conservative in our underwriting, closing on just 1.9% of deals reviewed in the quarter at a weighted average loan-to-value of approximately 42%. We leaned in on existing sponsor relationships and portfolio company incumbencies for approximately 69% of our origination volume, and we made loans to 10 new borrowers. We continue to leverage our scale to lead deals, acting as the sole or lead lender on 94% of our transactions in the quarter. We focused on the core middle market, defined as borrowers with between $10 million and $100 million of annual EBITDA, which we believe continues to offer better risk-adjusted return potential than the larger end of the market. The median portfolio company EBITDA for originations for this quarter was $76 million. About 57% of our new origination volume in the second fiscal quarter supported M&A-driven transactions such as LBOs and add-on acquisitions, which builds on the momentum we saw last quarter and highlights our ability to benefit from the early signs of a more active and M&A-driven market environment. Of GBDC's $18 million in new investment commitments in the quarter, 98% were in senior secured debt investments. New investments carried a total weighted average rate of 8.8%, which included a 4.9% weighted average spread. Turning to Slide 11. As of March 31, 2026, GBDC's $8.3 billion portfolio remains well diversified across 420 different borrowers. The number of portfolio companies in GBDC's portfolio has increased nearly 26% over the past 3 years, further enhancing our diversification. The granularity of our portfolio can also be seen in our small position sizes. Each of our investments represents less than 0.2% of the overall portfolio on average, and our top 10 investments comprise just 13% of the overall portfolio, which represents a concentration level that is less than half of the average of our listed BDC peers. GBDC's portfolio is also well diversified by industry subsector with 52 individual subsectors represented. Software portfolio companies represent approximately 26% of GBDC's portfolio at fair value. Before moving on to credit quality, I'd like to expand on our software portfolio in light of recent investor interest in the potential for AI disruption. But before I go into detail, I want to remind everyone of what informs our view. In short, we're specialists in software investing at Golub Capital. We have been investing in software companies for a long time, more than 20 years. We've completed over 1,000 software deals representing in excess of $90 billion in commitments over that period. We're also good at it. Over those 20 years, we've had an annualized default rate of just 0.05% or 5 basis points. We've also got a great team, including 25 dedicated investment professionals with over 230 years of combined experience through multiple credit and technology cycles. We've got a well-developed underwriting approach. It starts with a long-held view that the most creditworthy software companies are dominant players in a niche market. These winners typically provide enterprise-critical platforms with sticky and embedded workflows, long implementation cycles and high switching costs. In 2023, we began including a systematic framework for assessing AI risk at the borrower level for all new software deals and across our software portfolio. This framework assesses potential AI risk at both the product and end market levels. We continue to believe that AI risk is not the same across all software companies and subsectors and therefore needs to be evaluated at the borrower level on a case-by-case basis. Finally, 95% of our software investments are in first lien senior secured loans with significant equity cushion behind them. In many instances, we are lending at a 35% loan-to-value, which means that enterprise value of the borrower would have to decline by 65% before our senior debt position even begins to be impaired. As we look at Slide 12, you can see that within our existing software portfolio, which represents approximately 26% of GBDC's portfolio, 95% of the software investments are in internal performance ratings categories 4 and 5, our highest-rated categories. The performance ratings of our software portfolio compares favorably to the overall GBDC portfolio. During the quarter, we re-underwrote our software portfolio and established a new metric, degree of AI disruption risk. Our analysis has led us to conclude that only 8% of the software portfolio is subject to an elevated level of AI disruption risk. We plan to continue to monitor AI disruption risk over the coming quarters and plan to report back on our findings. On Slide 13, you can see that nonaccruals increased slightly quarter-over-quarter to 140 basis points of total investments at fair value, but remain at very low levels in absolute terms and relative to the broader listed BDC sector. During the quarter, the number of nonaccrual investments increased to 19 with the addition of 5 portfolio company investments. The financial health of our portfolio companies generally remains strong. Our portfolio's average interest coverage ratio of 1.8x increased quarter-over-quarter. The portfolio's average leverage level also showed strength, declining about 0.25 turns of debt to EBITDA from year-end 2024. Additionally, healthy enterprise values continue to underpin our loan positions as loan-to-value ratios remained stable at approximately 45%. Slide 14 shows the trend in internal performance ratings for the entirety of GBDC's portfolio. As Tim noted earlier, nearly 90% of the total investment portfolio remained in our top 2 internal performance ratings categories and investments rated 3 signaling a borrower may have the potential to or is expected to be performing below expectations, decreased quarter-over-quarter to 8.7%. The proportion of loans rated 1 and 2, which are the loans we believe are most likely to see significant credit impairment, remained very low at just 2.2% of the portfolio at fair value. I'm going to turn it over to Chris now to take us through our financial results in more detail. Christopher Ericson: Thanks, Rob. I'll now cover GBDC's performance and liability profile for the second fiscal quarter of 2026. First, on performance. The economic analysis on Slide 15 highlights the drivers of GBDC's net investment spread of 4.5%. Let's walk through this slide in detail. We start with the dark blue line, which is our investment income yield. As a reminder, the investment income yield includes the amortization of fees and discounts. GBDC's investment income yield fell approximately 30 basis points sequentially to 9.7% annualized, largely reflecting the full quarter impact of the rate cuts from the fourth calendar quarter of 2025. Our cost of debt, the teal line, decreased approximately 20 basis points to 5.2%, reflecting our approximately 80% floating rate debt funding structure. Net-net, GBDC's weighted average net investment spread, the gold line, declined slightly. Moving to the balance sheet on Slide 18. We ended the quarter with over $8.3 billion of total portfolio investments at fair value, $4.7 billion of outstanding debt and $3.7 billion of total net assets. Net debt-to-equity leverage was 1.24x at quarter end, relatively flat compared to the prior quarter, reflecting the impact of lower average investments outstanding during the quarter, but offset by the impact of fair value markdowns and share repurchase activity. Turning to GBDC's liquidity on Slide 21. Overall, our liquidity position remains strong, and we ended the quarter with approximately $1.4 billion of liquidity from unrestricted cash, undrawn commitments on our corporate revolver and the unsecured revolver provided by our adviser. Our debt funding structure highlighted on Slide 22 remains highly diversified and flexible. Our weighted average borrowing cost of 5.2% annualized remain low and what we believe to be one of the lowest in our listed BDC peer group and is underpinned by a differentiated investment-grade ratings profile. Consistent with our asset liability matching principle, 80% of GBDC's total debt funding is floating rate or swapped to a floating rate, which positions us well to continue to modulate the impact of lower interest rates on investment income through offsetting lower interest expense on our borrowings. 51% of our debt funding is in the form of unsecured notes across a well-laddered maturity profile. Our next unsecured note maturity is in August 2026, and we continue to evaluate new issue pricing levels in the unsecured debt market. Importantly, we have the requisite liquidity available under our revolving credit facility and balance sheet flexibility to mitigate refinancing risk associated with these maturing bonds. With that, operator, could you please open the line for questions? Operator: [Operator Instructions] Your first question comes from Kenneth Lee with RBC Capital Markets. Kenneth Lee: Just one on the software loan side of the portfolio. And you talked about the new AI risk framework, and I think it's about 8% of the investments being at risk there. Wonder if you could just talk a little bit more about the -- some of the characteristics that underlie some of those investments, commonalities there? And what sorts of mitigation could you see being performed over time on those types of investments? David B. Golub: Sure. Thanks, Ken. I'll start, and Rob, maybe you can add to what I'm going to say when I'm done. So for some context, we started investing in software at a time when almost no other lenders did. So the idea of being a lender to this space at a time that's contrarian is, for us, not uncomfortable. In some ways, all of the noise that you're hearing right now about risks in software is good for us because we understand the difference between good software credits and bad software credits, and it means less competition. What we're seeing in the marketplace right now is many pure lenders who had started to get into software lending in the last few years want to be able to report to their shareholders how they're reducing their software exposure. So they're literally not participating in marketplace opportunities for new loans. So that's just some context for you. The exercise that Rob talked about involved looking at our portfolio from the standpoint of degree of AI disruption risk. And he correctly said that 8% of the roughly 25% of our portfolio that's in software. So it's roughly 2% of our overall portfolio is in a category of elevated AI risk. That doesn't mean we think we're going to lose money on these loans. They could be low leverage, they could be near maturity. There are a lot of other factors that go into whether we're going to see elevated risk of credit loss in these loans. But this is a very important rating system from the standpoint of both evaluating new loans and helping us figure out from a monitoring perspective, what should be our goals with those borrowers. So for example, it would be reasonable to conclude that if we see elevated risk of AI disruption, we're going to want to reduce exposure or we're going to want to get paid for the exposure that we're taking. We may want to increase pricing. We may want to increase equity cushions. We may want to take other steps that reduce risk. So what kinds of companies fall in this category. The most significant element of the category are companies that are involved in providing tools that enable others who are writing code to do so more effectively. This has historically been a significant category of software companies. It's not a category that we've historically been attracted to, but we do have a couple of exposures that fall in this category. I'd say that's the largest component of the group. Rob, if you want to add more color, please do. Robert Tuchscherer: Yes. Thanks, David. Yes, building on what David is talking about in terms of the different attributes. As I mentioned in my remarks, we look at it at 2 levels. One would be on the product side and then the second would be at the end user level. So if you look at the handful of businesses that are falling into what we would categorize as potential for higher AI disruption risk. David mentioned one category of products, which we develop in tools. The other would be something that is more reliant on content creation. So a business such as Pluralsight, which we're all well aware of. And then on the end market side, you would have businesses that serve end markets that maybe are not seeing headcount reductions today, but could see them in the future. So for example, contact center or call center type businesses are ones that we will be monitoring more closely. But again, this is really a forward-looking metric given that the performance of the portfolio has remained really strong. But I think from our perspective, as I mentioned, we're going to continue to monitor for AI disruption risk and roll this analysis forward and report back on our results in the coming quarters. Kenneth Lee: Great. Very helpful there. And just one follow-up, if I may, just on capital allocation. I saw that you repurchased some stock in the quarter. Looking out, is the preference to lean more towards repurchases versus new investments? David B. Golub: I think we're going to continue to evaluate the best ways in which to allocate our capital. So it's hard to answer your question in an absolute sense. We've got to look at the opportunities in front of us and that includes share repurchases that includes new investment opportunities, that includes working within our target leverage framework. So there are many factors that go into that. Operator: Your next question comes from Ethan Kaye with Lucid Capital Markets. Ethan Kaye: Kenneth covered a couple of my questions, but just maybe one for David. In your introductory remarks, you kind of mentioned based on some industry data you're seeing, there's perhaps a subset of companies across the industry that -- portfolio companies across the industry, borrowers that are really not adapting well to these economic conditions. I guess just kind of curious like what's your diagnosis as to why these companies either have not adapted or have not been able to adapt? And is it something that -- is the capital structure related? Is it something related to the fundamental business, the sector they're in? Just any kind of through lines you can draw regarding those companies would be helpful. David B. Golub: Sure. So first off, let's talk about some of the indicia that we're seeing of elevated credit stress. So you can see it in Fitch default data. You can see it in the degree of business of restructuring advisers and restructuring lawyers. You can see it in the quantum of PIK amendments that are coming through. You can see it in the broadly syndicated market and the proportion of the market that's trading below 85. There are a whole variety of data points that I think are visible that illustrate that we're in a period of some elevated credit stress. In some prior periods like this, that elevated credit stress has been concentrated in a single industry. So think about the fiber telecom crisis of the early 2000s. We don't really see that right now. It's not all in one industry. There are though some red threads that are common themes. So one common theme, people talk about the K-shaped recovery are companies that are focused on the lower end consumer. The lower-end consumer is stretched right now. You can see it in subprime auto data, subprime credit card data. And so with the recent increases in gas prices, my expectation is that's going to get worse. A second red thread is companies that are beneficiaries of moving of people selling their house and moving to a new house. The rate of moving is very low right now because of people locked in by low interest rate mortgages that they put in place before interest rates went up. So if you're in the furniture business or the home decor business or the HVAC business, these are all linked to a significant degree to moves. And so those have been under some pressure. A third red thread is some areas where we've seen changes in consumer behavior. During COVID, there was a very significant increase in interest in purchasing in virtually all outdoor sports, hiking, fishing, hunting, boating, many of bicycling. Many of those areas have seen decreased spending levels in the period since, and it didn't kind of go back to previous normal. It's gone lower than previous normal. So those are some examples. And then there are some that I'd say are more specific to the private equity ecosystem. There are some companies that were overleveraged, bought at very high multiples and overleveraged in the peak LBO boom of 2021 and early 2022. And in some cases, those companies weren't designed from a capital structure standpoint to be able to tolerate plus 5% on interest rates. I don't think it's a one factor, Ethan. I think there are a bunch of different themes that you see in the market today. And I think that's one of the reasons that this credit cycle is unusually elongated. It's not like there's just one industry that needs to go through a restructuring process. There are a large number of companies in a variety of industries that need to do so. Operator: [Operator Instructions] Your next question comes from Robert Dodd with Raymond James. Robert Dodd: I don't want to go back to software, but I'm going to anyway. Can you give us any color on kind of growth dynamics like net revenue, revenue retention, which is recurring revenue or same-store sales concepts. I mean when I look at the Altman data that you published, which is obviously, I think, a platform-wide set of data, there has been a noticeable slowdown in software growth. I mean everything is still growing over the last several quarters. I mean, how relevant is that to the assets that are in the BDC? And can you give us any color on kind of like -- any metrics about how they're doing versus, again, the Altman numbers paint a certain picture? David B. Golub: So thank you, Robert. So for those who are not familiar with what Robert is alluding to, we publish a quarterly index called the Golub Capital Altman Index and it looks at the growth in both revenues and EBITDA for the first 2 months of each quarter. And we're able to show those numbers by some industry sectors where we have a sufficient -- and a sufficient number of companies to make the numbers meaningful. And Robert is correct that if you look at the data over the last, I'd say, half dozen quarters, the good news is we're continuing to see growth across the U.S. economy generally and across the software sector, both growth in revenues and growth in earnings, and we're seeing a slowdown in growth in revenues and earnings. Interestingly, that slowdown is not just in software. That slowdown is broad-based. It's across industries. Among the stronger industry segments that we've seen is software. So there isn't a selectivity, Robert, where the software companies that are included in the index are meaningfully different from the software companies that are in the GBDC portfolio. Wherever we have data, we're showing the data. I think what the data says is that the software industry remains healthy, that you're not seeing -- as of now, you're not seeing AI eat the software industry. But -- but you are seeing across the entirety of the U.S. economy, you are seeing a bit of a slowdown in growth. Robert Dodd: Got it. Moving on to kind of the outlook for active -- kind of market is somewhat slower Q1, beginning of Q2 has started to see a pickup, but not a rocket ship exactly. What's your view on how you think -- I mean, all the things were pent-up exits, et cetera, those all still stands, but it doesn't mean they happen this year. I mean what's your view on kind of how that could trend? We've gone through a period of volatility. Sometimes that takes a period to recover from spreads are wider, et cetera. I mean what's kind of your view on how and it is a crystal ball moment, how the rest of the year could play out in terms of activity and general market trends. David B. Golub: Yes. We haven't yet talked today about an elephant in the room, which is the oil markets and the situation in the Strait of Hormuz. I think that's a very large factor in respect of your question. So predicting the future of M&A trends almost requires an assumption about the straits. In one scenario, we get near-term resolution, oil prices come down, there's reasonable predictability about energy prices going forward. I think that scenario points to significant momentum and recovery in M&A. The alternative scenario, which is continued uncertainty, not lack of clarity, higher oil prices, increasing shortages in parts of the world of jet fuel and fertilizer and petrochemicals, I think that scenario points to an extended period of relatively impaired M&A activity because uncertainty is not the friend of deals. You can have bad news and still have deals, but uncertainty is very challenging for deals. So I'm not sure, Robert, as to which of those 2 paths we're going to see. I'm hopeful that we'll see some resolution and that we'll be in the first of those 2 scenarios. But I don't think anybody can be certain right now which of those is going to transpire. Operator: Your next question comes from Derek Hewett with Bank of America. Derek Hewett: Could you talk about the sustainability of the dividend following the reset last year? Dividend coverage is lower versus kind of -- kind of the pro forma number last quarter and relative to where it is today, especially when we're in an environment where you have the uncertainty in the Middle East, plus you have normalized -- you have credit normalization that could be a drag on earnings in the coming quarters. David B. Golub: So great question. You provide context again. We did a dividend reset recently, and it was challenging to figure out what the right level is because of uncertainty about base rates, uncertainty about spreads, uncertainty about credit. There are many different factors that impact earnings power. I think where we came out was a good place. I think if you look at our NII per share this last quarter, it's an illustration of the earnings power of the company today. And I think we talked in the call about several different paths to increasing that earnings power, including higher spreads and including gains, realized and unrealized gains. So this is something we're going to need to continue to watch and study and make sure that we continue to put our dividend in the right place as a floating rate loan fund, we need to be responsive to market. Derek Hewett: Okay. And then I might have missed this in the opening comments, but could you provide a little bit more color on what caused the increase in PIK? And then of the total, like what percentage of PIK was just like your typical PIK by design versus amendment PIK? David B. Golub: I don't think we disclosed that in our comments today. And to be honest, I don't remember what exactly is in the queue on that. So I'm going to ask to come back to you after we've reviewed what we've disclosed, and we can share that with you. Timothy Topicz: Derek, it's Tim. I might just jump in there and just say, generally speaking, the vast majority of our PIK interest is associated with borrowers that we've structured a PIK toggle into the credit agreement at the time. of underwriting as opposed to PIK amendments to support portfolio companies from a liquidity perspective. So that's the vast majority. We did see an uptick in PIK interest income for the quarter versus the prior quarter, but that was largely driven by one portfolio company that elected to toggle more PIK interest in this quarter than it did in the prior quarter. Hopefully, that gives you more context. Operator: Your next question comes from Paul Johnson with KBW. Paul Johnson: Just going back to software, 1 or 2 questions there. I'm just curious how do you, I guess, approach any sort of software restructuring or discussions around the topic with the software company in this environment. And I'm just thinking most of those companies probably would prefer to avoid any sort of insolvency or any sort of indication of a potential restructuring, certainly any sort of bankruptcy for any sort of concerns around obviously, retainment of clients. So I would imagine maybe you would be getting involved there a little bit earlier on than normally you would. But I'm curious kind of is it just more of a recurring check-in with most of these companies? Or do you look to take potentially be a little bit more aggressive in taking action sooner in the current environment? David B. Golub: So again, I'll start with some comments on that, and then I'm going to ask Rob, who's been leading our software underwriting efforts for years to comment as well. Our approach is always the same. You want to identify problems early. When you identify problems early, there are more options that we, as lenders, as sponsors, that management teams can undertake to resolve them. So we're big believers in not sweeping things under the rug and instead in escalating issues and having discussions about them early. That's true in software. That's true in other areas as well. In software, we also maintain very close dialogue with both our sponsor clients and our management teams. Again, we view ourselves as having 2 sets of partners when it comes to portfolio companies, both the sponsor and the management team. And sometimes one is more important, sometimes the other is more important. This is not an asset class where you make a loan, put the document in the drawer and pray. That's not an effective strategy for running a direct lending program. It's -- our approach is the polar opposite of that. We really work very hard to engage with our sponsor clients and our portfolio companies to help them during both good times and in bad times. Rob? Robert Tuchscherer: Yes, I don't have much to add. I would agree that we have a pretty methodical portfolio management process that spans all 4 of our industry verticals. So I don't think there's much of a difference in terms of our process or approach. I think the other point that I think is important in these situations is that although it's always a balancing act, given the fact that 95% of our software portfolio is in first lien senior secured loans and well diversified, I think that when we come into these discussions, we feel pretty good about where we sit in the capital structure and our position. So I think that helps when we're having these discussions with sponsors if there is an ask on an amendment or there's some degree of underperformance. Paul Johnson: Got it. Appreciate it. That's all very helpful. One just higher-level question. I mean in terms of just market activity, where is that kind of gravitated to in this environment? I mean is the market still available in terms of kind of the large buyouts, the more of the large unit tranche, $1 billion-plus type of financing acquisitions in the market? Or is it, at this point, a little bit more averse to the larger transaction size and you're seeing potentially more activity kind of further down the market? That's all for me. David B. Golub: I think we're seeing activity across the size range. So I don't think it's restricted to just small or just big. I think that it's -- in terms of putting together a larger group of lenders interested in a particular transaction, it's harder in software right now. And in some respects, it's harder for very large deals because some of the bite sizes of some players in the market who are interested in the large market, those bite sizes have come down in the context of slower subscriptions and redemptions in the nontraded space. Paul Johnson: Got it. And then I guess one more further -- just one more on that point, if you don't mind me putting one more in here. But have you seen that the pressure from redemptions and the subs you just mentioned, has that impacted the market in any way from some of your more kind of usual competitors, as you mentioned here, commitment sizes or pricing by any means. David B. Golub: Look, I think we all live in a world of supply and demand. So there's a lower degree of capital that's looking for new investments right now. That's part of the -- that may be the biggest factor contributing to what I referred to in my prepared remarks is this shift in wind direction that's caused the market to go from blowing toward more borrower-friendly to now where it's blowing more lender-friendly. Operator: This concludes the question-and-answer session. I'll turn the call to David Gallop for closing remarks. David B. Golub: Thank you. So just wanted to thank everybody for listening this morning and for your questions. As always, if there's a topic that you're interested in that we did not cover or did not cover in the depth you want, please feel free to reach out. Look forward to talking to you all next quarter. Timothy Topicz: This concludes today's conference call. Thank you for joining. You may now disconnect.
Operator: Good morning and thank you for standing by. Welcome to Dorman Products First Quarter 2026 Earnings Conference Call. [Operator Instructions]. Please note that this conference is being recorded. I would now like to turn the conference over to Alex Whitelam, Vice President of Investor Relations. Thank you, sir. Please go ahead. Alexander Whitelam: Thank you. Good morning, everyone. Welcome to Dorman's First Quarter 2026 Earnings Conference Call. I'm joined by Kevin Olsen, Dorman's Chairman, President and Chief Executive Officer; and Charles Rayfield, Dorman's Chief Financial Officer. Kevin will begin with a high-level overview of the quarter and share our segment level performance and market trends. Charles will then walk through our first quarter financial results in more detail, discuss capital allocation and then turn it back to Kevin for closing remarks. After that, we'll open the call for questions. By now, everyone should have access to our earnings release and earnings call presentation, which are available on the Investor Relations portion of our website at dormanproducts.com. Before we begin, I would like to remind everyone that our prepared remarks, earnings release and investor presentation include forward-looking statements within the meaning of federal securities laws. We advise listeners to review the risk factors and cautionary statements in our most recent 10-Q, 10-K and earnings release for important material assumptions, expectations and factors that may cause actual results to differ materially from those anticipated and described in such forward-looking statements. We'll also reference certain non-GAAP measures. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are contained in the schedules attached to our earnings release and in the appendix to this earnings call presentation, both of which can be found in the Investor Relations section of Dorman's website. Finally, during the Q&A portion of today's call, we ask that participants limit themselves with one question, one follow-up, and rejoin the queue if they have additional questions. With that, I'll turn the call over to Kevin. Kevin Olsen: Thanks, Alex, and good morning, everyone. Thank you for joining us today. I'll begin with a brief overview of our first quarter results and then provide commentary on the performance and key trends we're seeing across our business segments. Turning to Slide 3. We delivered solid performance in the first quarter with results that were largely in line with our expectations. Consolidated net sales were $529 million, representing an increase of 4% compared to the first quarter of last year. The year-over-year growth was primarily driven by pricing actions implemented across the business, partially offset by lower volumes compared to the exceptionally strong first quarter we experienced in 2025. Adjusted operating margin for the quarter was 12.1%, down 490 basis points compared to the prior year period. This margin performance reflects the highest levels of tariff-related costs that we expect to see in 2026. Again, due to our use of FIFO, the costs recognized in this year's first quarter are associated with the inventory we purchased last year when tariff rates peaked in the earlier stages of the tariff implementation. Similarly, the sourcing, productivity and automation initiatives that we executed over the last several months and continue to drive today are expected to support improved margin performance as we move through the balance of the year. Adjusted EBITDA margin, a new metric we've included this quarter was 15.2%, down 440 basis points compared to the same period last year. This decrease is driven by lower operating margins, as I just covered. Please see the reconciliation in our appendix for details on this metric. Adjusted diluting earnings per share for the quarter was also in line with expectations at $1.57, down approximately 22% year-over-year. As we've discussed over the last several quarters, this decline was primarily driven by higher levels of tariff-related costs that were recognized in our cost of goods sold during the quarter. Cash generation continued to improve sequentially as expected with operating cash flow in the quarter of $44 million. We also invested in opportunistic share repurchases, deploying $51 million in the quarter, a record for our company. Charles will cover this in more detail shortly. Overall, we began the year with solid performance and met our expectations. Combined with our positive outlook for the remainder of the year, we have reaffirmed our 2026 guidance. Turning to Slide 4 in our Light Duty segment. Net sales increased approximately 4% year-over-year, driven primarily by the pricing actions we undertook in 2025. Volume was lower compared to last year's first quarter, but let me highlight a few driving factors. First, this year's performance was up against a difficult comparison to last year's first quarter, where we drove exceptionally strong 14% year-over-year growth in net sales. Looking back over the last 2 years combined, we delivered 18% growth in net sales. Second, ordering patterns with the customer we discussed on our last call began to normalize during the quarter. Lastly, I'd call out that we estimate POS with our large customers was up mid-single digits in the quarter. While there was inflation embedded in that growth, we remain confident in the non-discretionary nature of our portfolio, and we'll continue to monitor the overall economic conditions of our end users and the impact that the ongoing geopolitical tensions are having on the broader economy. Operating margin performance in the quarter was consistent with our outlook as Q1 2026 reflected the highest level of tariff expense. As the ongoing benefits of our supplier diversification, productivity and automation initiatives are recognized, we expect Light Duty's margin performance to improve as the year progresses. From a market perspective, underlying Light Duty fundamentals remain positive, with vehicle miles traveled increasing year-over-year in the first quarter. Also, higher used vehicle values are impacting consumers' buying decisions, which we believe will result in extended vehicle life and support sustained aftermarket demand for repair and replacement parts. In addition, Light Duty trucks and SUVs continue to represent a growing portion of the VIO, providing further opportunity for product portfolio expansion with higher average selling prices. A good example of how our innovation strategy supports this opportunity is our OE fix air suspension compressor for a broad set of GM SUV models. This product addresses a common OEM failure mode caused by overheating, which can lead to cascading failures throughout the air suspension system. Our patent-pending design improves heat dissipation by approximately 25%, incorporates thermal protection and utilizes proprietary software to optimize performance and reliability. By delivering an upgraded repair solution designed to last longer and at an attractive aftermarket price point, products like this not only create value for installers and end users, but also reinforce Dorman's leadership in product innovation. Just an excellent job by our Light Duty team to deliver another OE fixed solution. Turning to Slide 5 in our Heavy Duty segment. Net sales increased approximately 12% compared to last year's first quarter, driven by pricing initiatives and the year-over-year impact of certain commercialization initiatives we have installed in the business. While the dollar change is relatively small, operating margin improved 110 basis points versus the prior year. I'll also point out that the lower overall margin reflects tariff-related costs that were elevated in the first quarter of 2026. With the impact that tariffs will have on our margins this year, along with the infrastructure investments we've made in the business, we're not expecting significant year-over-year incremental operating margin improvement in 2026. That said, we'll continue to appropriately manage the business in the short term while executing on our strategy to drive a significantly improved operating margin profile for Heavy Duty over the long term. On the broader sector, market conditions remain challenged. The great freight recession continued through the first quarter and geopolitical tensions created further economic uncertainty for consumer demand. As a result, near-term visibility remains limited, and we are not expecting meaningful growth in freight tonnage throughout the year. However, we continue to capture market share in certain channels such as the OE dealer network, where there has been an increased appetite for aftermarket solutions. Overall, we continue to see opportunities for growth. We remain focused on balancing our approach with cost discipline and strategic investment that will allow us to continue capitalizing on these opportunities when the market improves. As a great example, we are encouraged by the opportunity we see within our diesel aftertreatment portfolio, which we believe represents a meaningful long-term growth driver for the Heavy Duty segment. Modern diesel engines rely on diesel exhaust fluid or DEF systems to meet increasingly stringent emissions regulations. These systems are subject to high failure rates due to harsh operating conditions, temperature extremes and sensor degradation, making reliable aftermarket solutions critical for fleet uptime. Through our Dayton Parts brand, where we offer one of the most comprehensive portfolios of replacement parts for diesel after treatment, including DEF, headers and pumps. Our solutions provide plug-and-play installation and meet or exceed OE performance at an aftermarket price. These products are built with durable materials, subjected to extensive testing and incorporate best-in-class sensor technology designed for long service life. As the installed base of DEF-equipped vehicles continues to age and fleet acceptance of aftermarket solutions increase, we believe our leadership in after-treatment systems positions us exceptionally well to serve fleet customers and capture incremental share over time. Congratulations to our Dayton Parts team for bringing this opportunity to market. Turning to Slide 6 and our Specialty Vehicles segment. Net sales were flat year-over-year as pricing actions in certain categories offset slightly lower volume year-over-year. Keep in mind that from a seasonality standpoint, Q1 is typically the slowest quarter of the year. Operating margin performance was in line with our expectations, reflecting higher tariff-related costs. We're also investing in our expanded dealer network to drive more wallet share and optimize our footprint. From a market perspective, we are seeing early signs of stabilization as we enter the 2026 riding season with new vehicle sales increasing year-over-year in the first quarter. We also continue to see strong engagement with our ridership as attendance at the national UTV-ATV events remain high. Additionally, we're seeing new lower-cost entry-level vehicles entering the market that offer improved opportunities for aftermarket enhancements. One new product that illustrates this opportunity well is the power steering kit developed for the new Polaris RANGER 500 platform. As many of you know, Polaris recently introduced the RANGER 500 as a more stripped-down cost-effective utility vehicle designed to appeal to a broad customer base, including fleet users, recreational riders and first-time buyers. By design, this platform ships with more basic features, which creates an attractive opportunity for the aftermarket to enhance functionality and performance to accessories and add-on components. Power steering is a good example. While the RANGER 500 does not include power steering as standard equipment, demand for steering assist remains high, particularly among users operating in rough terrain or using the vehicle for work applications. Super ATV power steering kit provides a bolt-on solution that significantly reduces steering effort and feedback, improving control and reducing operator fatigue. This system is engineered for easier installation and features sealed input and output shafts along with water tight connectors designed to withstand harsh riding environments. Congratulations to the team at Super ATV for being the first to bring this solution to market. With that, I'll turn it over to Charles to cover our results in more detail. Charles? Charles Rayfield: Thanks, Kevin. First, let me say it's been great getting to know a number of our analysts and investors since joining the company in January, and I'm looking forward to spending more time with all of you in the future. Turning now to Slide 7. I'll walk through our consolidated financial performance for the first quarter. Total net sales for the quarter were $529 million, up 4% compared to the prior year period. The increase was primarily driven by pricing actions across our segments, partially offset by volume declines versus last year, where we had an exceptionally strong quarter from a volume standpoint. As Kevin mentioned, compared to Q1 of 2024, our 2-year net sales growth rate was a strong 18%. Adjusted gross margin was in line with our expectations of 36%, down 490 basis points compared to last year's first quarter. As the company has previously covered, our pricing initiatives have been implemented to address a range of incremental costs, including tariffs, while considering the competitive dynamic of our parts in the marketplace. This has resulted in a negative impact to our overall margin profile in the short term. That said, we expect our margin profile will meaningfully improve as the year progresses for 2 main reasons. First, as we discussed previously, this first quarter had the highest level of tariff expense we'll see in 2026, given the inventory we sold was associated with the highest level of duties that were levied in 2025. Second, we anticipate that our supplier diversification, productivity and automation initiatives will make significant contributions to our margin profile as the year moves forward. While our teams did an excellent job managing discretionary costs during the quarter, our adjusted operating income margin was 12.1%, down in conjunction with our gross margin. Adjusted diluted EPS was $1.57, driven by lower operating income, partially offset by lower interest expense and lower shares due to repurchases. Turning to Slide 8. Operating cash flow for the quarter was $44 million and free cash flow was $35 million. As you can see on this slide, our cash flow improved sequentially from Q4 2025 and has rebounded nicely from this time last year when our cash payments for tariffs peaked in the middle of 2025. I'll add that we've reduced inventory significantly year-over-year, and we remain on track to generate a more normalized level of free cash flow for the year. On the capital allocation front, we deployed more than $51 million in the quarter to retire approximately 435,000 shares at an average price of approximately $118 a share. This represented a quarterly record level of repurchases for our company and also our view that there was a dislocation in the market valuation for our stock, which prompted us to utilize our strong balance sheet to return capital to our shareholders. We currently have $408 million remaining in share repurchase authorization, which extends through 2027. Turning to Slide 9. Our long-term capital allocation strategy remains unchanged. We first review our debt levels and leverage ratios, then we deploy capital on internal initiatives as this is where we see our greatest returns. Next, we invest in M&A, which continues to be a key component of our growth strategy. Finally, we will continue to return capital to our shareholders through opportunistic share repurchases. With this consistent approach, we've deployed $1.8 billion of capital since 2020 and expect that our overall strategy will continue to drive long-term growth. Turning to Slide 10. Our balance sheet remains a significant strength for Dorman. We ended the quarter with net debt of approximately $413 million and total liquidity of $627 million. Our total net leverage ratio at the end of the quarter was 0.99x our adjusted EBITDA, demonstrating our ample flexibility to support the business, manage through tariff-related working capital demands and continue investing in strategic growth opportunities. As we highlighted on the previous slide, our target net leverage ratio is less than 2x adjusted EBITDA and approximately 3x for the 12 months following an acquisition. Turning to Slide 11. We are reaffirming our full-year 2026 guidance. We continue to expect net sales growth in the range of 7% to 9%, driven by the full-year impact of our pricing initiatives, along with a modest level of volume growth that we expect to be primarily in the back half of the year. Looking across the segments, we expect all 3 segments to directionally perform within this range. We also continue to expect adjusted operating margin to be in the range of 15% to 16% for the full-year with a more normalized high teens rate as we exit the year. Adjusted diluted EPS for 2026 is expected to be in the range of $8.10 to $8.50. This guidance includes the expected impact of tariffs enacted as of May 4, 2026. Due to uncertainty around the recovery of IEEPA tariffs previously paid, our guidance excludes any impact from the potential IEEPA tariff refunds. Additionally, our guidance does not include any potential tariff changes after May 4, 2026, future acquisitions or divestitures or additional share repurchases. Lastly, we continue to expect a full-year tax rate of approximately 23.5%. With that, I'll now turn the call back over to Kevin to conclude. Kevin? Kevin Olsen: Thanks, Charles. I'll just reiterate what we've said throughout the call. Our first quarter performance was solid and in line with our expectations. While uncertainty persists in the broader economic landscape, we remain confident in our strategic positioning, our ability to navigate near-term challenges and our long-term growth opportunities driven by innovation, operational discipline and our leadership position in the aftermarket. We appreciate your continued interest and support. With that, we'll open the call up for questions. Operator? Operator: [Operator Instructions]. Our first question comes from the line of Jeff Lake with Stephens. Jeffrey Lick: Kevin, I was wondering if you could maybe just elaborate a little more, provide a little more color as the year plays out. Obviously, this is probably one of the trickier quarters you're going to face selling the most tariff-affected inventory from last year with the FIFO and then obviously, you had the added wrinkle of the major customer disruption. I was wondering as you just think through as you step Q2, Q3, Q4, how that's going to progress? Then maybe if you could weave in anything with regards to complex electronic parts and product innovation, that would be great. Kevin Olsen: A lot there, Jeff, but let me give that a shot. Good questions. Jeff, let me start with the sales progression. You mentioned the dislocation we had with a large customer that we mentioned in the fourth quarter. I'll just comment that as we entered the quarter, we saw some dislocation continued, but as we exited the quarter, it was more normal rates and ordering patterns kind of fell more in line with the out-the-door POS sales. When you look at the overall growth rate, you got to keep in mind that last year, particularly in the first half was an extremely strong volume growth period for us. Light Duty grew 14% in the first quarter last year, so a very difficult comp. The first half of the year was up about 12% in light duty. We know that growth from a year-over-year perspective will be challenged in the first half. As we exit the back half, we're still very comfortable with our 7% to 9% full-year guide as we have a full-year of the pricing initiatives in play. We also have a lot of new business coming online as well as continued new product launches. We still feel very comfortable with that guide. In terms of the margin progression, as we've said multiple times that Q1 was going to be our most difficult quarter as the tariff rates coming through our P&L because of FIFO will be the highest. As we move through the year, those tariff rates reduce because they were the highest when they first implemented starting back in April of last year. Also, all the initiatives that we undertook since April of last year in terms of further diversification, productivity initiatives, dealing with our supplier community, those also have to go through FIFO. We have very good visibility to what that looks like going forward because of FIFO. We feel confident that we'll continue to see margin progression as we move through the quarters. As we said in the guidance, operating margin should be in that 15% to 16% for the full-year, and we expect to exit Q4 at a higher rate in the high teens area, which is kind of back to normal levels. Jeffrey Lick: Then anything further on just the complex parts and innovation? Is the environment just moving along at a linear pace? Or are you seeing it maybe step up a little more exponential? Kevin Olsen: Yes. Great question, Jeff, and I didn't address that first time through. Complex electronics in the first quarter met our expectations. It's a category that continues to -- the growth continues to outpace our overall portfolio, and we expect that to continue. We did highlight a few new products that we launched in the quarter that have complex electronics embedded in them. Yes, it's a category we're going to continue to invest in, and it will continue to grow at an outsized pace in the overall portfolio. That is our expectation. Operator: Our next question comes from the line of Scott Stember with ROTH Capital. Scott Stember: Maybe talk about the Heavy Duty. We've seen granted coming off of a low base, but we've seen a nice recovery here in sales, but the margins -- you talked about the margin recovery just really not being there for the most part for this year. Maybe just give us an idea of when you're putting through price increases for tariffs, are you able to get all of it in this segment like you are in light duty? Then maybe just talk about the level of investments that we should expect in new product development there. Kevin Olsen: Yes. Good question, Scott. I'd tell you that the tariff -- we continue to pass tariffs through in all 3 of our segments. Heavy Duty is no different. We will see early on in the process of passing through some margin dilution as we continue to -- we have to continue to be competitive where we have competitors. You just get some margin percent compression if you pass through dollar for dollar. In general, that's been our approach. We're able to recover the tariffs, but you do see some margin compression, and we did kind of call that out in the prepared remarks. Growth in the quarter was very strong, up 12%. Some of that was due to tariff pricing, but we also did see some nice share gains in the quarter. We expect that to continue. However, as we also said in our prepared remarks, we're not expecting the market to recover at this point just based on some of the freight indexes that we're looking at. We don't have any major expectation. We're going to continue to focus on taking share where we can take share and working on driving productivity initiatives throughout the business and driving new product launches and commercialization through that channel, which we've had some good success, but we still have a long road ahead of us there. Scott Stember: Then related to tariffs, a lot has changed in the first quarter with the IES going away, the 232s changing and the 122s coming in. It sounds, at least from the tenor of your comments regarding guidance that the changes there were essentially net neutral. Is that correct? Kevin Olsen: Yes, Scott, that's correct. When the IES went away, the Section 122, which is essentially 10% across the board came into play. There just wasn't a major change either way just based on how the HTS codes are applied. Most of our codes now are Section 232, whether that's the steel and aluminum tariff or the auto parts tariff on top of the 122 tariffs. Now, as everyone knows that there will be a new tariff regime coming into place when the Section 122s expire later in the summer. We don't know what that's going to look like. Our assumption is basically it's going to be roughly in the same neighborhood as it is today. Operator: Our next question comes from the line of David Lantz with Wells Fargo. David Lantz: POS for large customers grew mid-single digit in Q1, but curious if you could talk about how that trended through the quarter, what you're seeing quarter-to-date and expectation through 2026? Kevin Olsen: David, I'd say the progression was very similar of POS, up mid-single digit in the quarter. Frankly, it's been very similar to what we saw in Q3 of last year and Q4 of last year, so not a lot changed. This continues to be very solid out-the-door growth at our customers. No real change in progression. I'll say that April is very much in line with what we saw in the first quarter. To answer the second part of your question, our expectation is similar as we move through the rest of the year. David Lantz: Then considering the really healthy balance sheet, curious how you're thinking about M&A through the balance of 2026 with potential tuck-ins or geographic expansion? Kevin Olsen: Yes. I mean M&A, as we talk quite a bit about, it continues to be a large part of our strategy, our growth strategy. I would tell you that as we look at our pipeline today across all 3 segments, it continues to be very healthy. I would say that deal activity was muted or has been muted since liberation day, at least in our industry. I think we're now starting to see that loosen up a little bit as there's more understanding of the impact of tariffs on different companies, different parts of the industry. We expect deal activity to pick up as we move through 2026 and into 2027. Our strategy in terms of the segments has not changed. I mean when we look at Light Duty, we're very interested to continue to geographically expand our business there and continue to enhance our technological capabilities. In Specialty Vehicle, we continue to look to expand geographically. We also look to grow our portfolio of brands through a series of tuck-ins, still very highly fragmented space. In Heavy Duty kind of similarly where there are opportunities in the Heavy Duty market. We're a very small player in a very large market for us to enter different segments of that space via tuck-in acquisitions. Operator: Our next question comes from the line of Bret Jordan with Jefferies. Bret Jordan: On the single-digit POS, could you sort of carve out what is actual price versus units? I guess, specifically within units, could you comment on the chassis category? Did it benefit from any seasonal demand creation this winter? Kevin Olsen: Bret, I'll first answer. I mean, we don't -- historically, we've never broken out price versus units for competitive reasons. I will say, look, the POS, there is certainly inflation embedded in those numbers just based on the tariff impact across the industry. There's no question about that. I would say that it's remained relatively steady the last 3 quarters and into April. We don't specifically comment on any specific category, but I will say in regards to chassis question, look, it was a good solid year in terms of the weather. Weather, as you know, does impact certain categories more than others and undercar. -- chassis is certainly one of those. That season really starts late in the first quarter into the second quarter, and so far, we feel really good about that category. I think we had certainly a good winter with a lot of precipitation that helps that category from a growth perspective. Bret Jordan: Could you give us a sort of idea of what you paid in IEEPA last year just in case we could get a windfall out of that this year? Kevin Olsen: Yes. Look, I'll tell you that we've just started the process of recovery on IEEPA, and it's still too early to tell how everything is going to settle out and whether or not there'll be any appeals. It doesn't appear that there's going to be at this point. At this point, we're not going to disclose it because we need to work through the process, and we don't want to get ahead of ourselves because it's just such an unprecedented situation. More to come, Brett, as that plays out. Operator: Our next question comes from the line of Justin Ages with CJS Securities. Unidentified Analyst: This is Will on for Justin. A lot of my questions have been asked, but you noted light trucks and SUVs is a growing portion of prime vehicles in operation. Can you give us some more color on how that breaks down further with electric vehicles? Kevin Olsen: Well, let me just clarify for electric vehicles, are you talking about in heavy and specialty or light duty? Unidentified Analyst: Light duty. Kevin Olsen: Light Duty, yes, certainly. Light Duty right now, from a VIO perspective in North America, Light Duty is still less than 2% of the VIO, slightly larger portion of that we would consider alternative drivetrains like hybrid. The vast, vast majority is still ICE, and it's going to take a very long time for that mix to change substantially. Irregardless, we continue to be drivetrain agnostic, right? Our technologies and our capabilities can address any drivetrain. We see a lot of opportunities across the new drivetrains. Obviously, in a hybrid, there's 2 drivetrains. There's a lot more addressable content. We're comfortable with whatever drivetrain becomes prevalent in the future from a BIO perspective. Operator: Ladies and gentlemen, this concludes our Q&A session and today's conference call. We would like to thank you for your participation. You may now disconnect.
Operator: Good day, and thank you for standing by. Welcome to the First Quarter 2026 Unitil Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Chris Goulding, Vice President Finance and Regulatory. Please go ahead. . Christopher Goulding: Good afternoon, and thank you for joining us to discuss Unitil Corporation's First Quarter 2026 Financial Results. Speaking on the call today will be Tom Meissner, Chairman and Chief Executive Officer; and Dan Hurstak, Senior Vice President, Chief Financial Officer and Treasurer. Also with us today are Bob Hevert, President and Chief Administrative Officer; and Todd Diggins, Chief Accounting Officer and Controller. We will discuss financial and other information on this call. As we mentioned in the press release announcing today's call, we have posted information, including a presentation to the Investors section of our website at unitil.com. We will refer to that information during this call. Moving to Slide 2. The comments made today about future operating results or events are forward-looking statements under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that can cause actual results to differ materially from those predicted. Statements made on this call should be considered together with cautionary statements and other information contained in our most recent annual report on Form 10-K and other documents we have filed with or furnished to the Securities and Exchange Commission. Forward-looking statements speak only as of today, and we assume no obligation to update them. This presentation contains non-GAAP financial measures. The accompanying supplemental information more fully describes these non-GAAP financial measures and includes a reconciliation to the nearest GAAP financial measures. The company believes these non-GAAP financial measures are useful in evaluating its performance. . With that, I will now turn the call over to Chairman and CEO, Tom Meissner. Tom Meissner: Great. Thanks, Chris. Good afternoon, everyone, and thanks for joining us today. I'll begin on Slide 3 where today, we announced adjusted net income, excluding transaction-related costs of $33.8 million and adjusted earnings per share of $1.88 for the first quarter of 2026. This represents an increase of $0.14 per share or 8% compared to the first quarter of 2025. We are fully earning our authorized returns on a trailing 12-month basis with a GAAP return on equity of 9.6%. We have several positive business updates to share this quarter. Integration work for our main gas acquisitions has proceeded as planned. Bangalore natural gas was fully integrated last year and the integration of main natural gas is now substantially complete with most corporate services now being provided by Unitil. In other business, we recently received an order for our New Hampshire electric rate case, approving the settlement agreement in its entirety. We also recently filed a rate case for Northern Utilities gas subsidiary in New Hampshire. We expect to file a gas rate case for Northern Utilities in Maine on or about June 1. Dan will provide additionaldetails about these rate filings later during this call. Given the strong results for the first quarter, we are reaffirming our 2026 guidance range of $3.20 to $3.36 per share with a midpoint of $3.28. We are also reaffirming our long-term earnings growth of 5% to 7%. Turning to Slide 4. We are now the largest natural gas utility in Maine serving approximately 90% of all gas customers. The acquisitions of Bangor Natural gas and main natural gas meaningfully increased our rate base and will be accretive to earnings over the long term. In the most recent quarter, Bangor natural gas contributed $5.1 million and Maine natural gas contributed $6.1 million to adjusted gross gas margin, resulting in a combined $4.1 million of incremental net income before considering financing costs to Maine natural gas that are currently being incurred by Unitil Corporation in the short term. As I mentioned, all integration work for Bangor Natural gas was completed last year, and we recently completed the integration work for most corporate services for Maine natural gas. The success of these integration efforts was made possible by leveraging our experienced workforce and by our seasoned locally managed operational framework. We continue to realize the operating and financial benefits of these transactions consistent with our original expectations. The next significant milestone for these companies will be to establish cost of service rates under Unitil's ownership with rate filings expected in the first half of 2027. Turning now to Slide 5. We continue to monitor regulatory approvals in Connecticut pertaining to the sale of Aquarion from Eversource Energy to the Aquarion Water Authority. This sale received approval from the Connecticut Public Utilities Regulatory Authority on March 25. More recently, on April 30, the authority denied a petition for reconsideration and we understand the current appeal period will now expire in mid-June absent any additional filings in this proceeding. The closing of this transaction between Eversource Energy and the Aquarion Water Authority must occur prior to our transaction with the Water Authority. As I've said before, the Aquarion water companies are an ideal fit with our existing utility operations given their geographic proximity, potential for synergies and strong growth profile. We view the pending acquisition is highly complementary to our fully regulated portfolio, supporting rate base growth above the upper end of our long-term range and enabling opportunities for future growth. Building on our successful integration of the Maine gas acquisitions, we are well positioned to integrate these water companies following the closing of the transaction. With that, I'll now pass it over to Dan, who will provide greater detail on our first quarter financial results. Daniel Hurstak: Thank you, Tom. Good afternoon, everyone. I'll begin on Slide 6. As Tom mentioned, we announced first quarter 2026 adjusted net income of $33.8 million and adjusted earnings per share of $1.88, representing an increase of $5.4 million in adjusted net income or $0.14 per share compared to the same period of 2025. We are reporting adjusted earnings that exclude transaction costs related to our gas acquisitions and the announced water transaction, which we view as not indicative of the company's ongoing costs and operations. Our first quarter results were supported by higher distribution rates and customer growth, partially offset by higher operating expenses. Our first quarter results also include a charge of approximately $900,000 related to the FERC transmission formula rate proceeding in the ore that was issued by FERC in this proceeding on March 19, 2026. This charge represents the refund obligation for a retroactive reduction to the return equity for transmission assets from 10.57% to 9.57%. The company's transmission rate base subject to this FERC decision is approximately 0.5% of total rate base. And the company does not expect this order will have a significant effect on future earnings. Turning to Slide 7. I will discuss our electric and gas adjusted gross margins. I will begin with our electric operations. Electric adjusted gross margin for the first quarter was $29.6 million an increase of $2.1 million as compared to the same period in 2025. The increase reflects higher rates of $2.8 million, partially offset by the onetime reduction of FERC transmission revenue of $0.7 million for the return on equity matter that I previously mentioned. The company also recorded approximately $200,000 of interest associated with the transmission return equity matter, which is recorded in interest expense. As noted during prior calls, all of our electric customers are under decoupled rates, which eliminates the dependency of distribution revenue on the volume of electricity sales. Moving to gas operations. Gas adjusted gross margin for the first quarter was $82.1 million, an increase of $11.2 million compared to the same period in 2025. The increase in gas adjusted gross margin was driven by higher rates and customer growth of $10.3 million and the favorable effects of colder winter weather in 2026 of $0.9 million. Gas adjusted gross margin for the quarter includes $6 million related to Maine natural gas. The higher rates in the first quarter of 2026 were driven by inflation adjustments under our performance-based rate plan for our Fittsburgh subsidiary and capital trackers. The company added approximately 7,100 new gas customers compared to the same period in 2025, including 6,400 customers from the acquisition of Maine Natural Gas. Approximately 52% of the company's gas customers are under decoupled rates with main representing our only non-decoupled service area. Moving to Slide 8. We provide an earnings bridge comparing first quarter 2026 results to the same period in 2025. The combined adjusted gross margin for our electric and gas divisions increased by $13.3 million, which reflects higher rates, colder winter weather and customer growth. Operation and maintenance expenses increased $0.8 million due to higher utility operating costs of $1.1 million, partially offset by lower transaction costs of $0.3 million. Operation and maintenance expense includes $1.3 million of utility operating costs related to maine Natural Gas. Excluding Maine Natural Gas and transaction costs, Operation and maintenance expenses for legacy operations would have decreased by $0.2 million compared to the first quarter of 2025. The increase in depreciation and amortization expense and taxes other than income taxes reflect higher levels of utility plant in service as well as the inclusion of amounts related to Maine Natural Gas in 2026. Moving to Slide 9. I'm pleased to note that last week, the New Hampshire Public Utilities Commission issued an order approving the settlement agreement in its entirety for permanent rates for our New Hampshire Electric Company. The order approved a base rate increase of $13 million based on pro forma rate base as of December 31, 2024, of $289 million, which reflects a post-test year adjustment to include the Kingston Solar facility. The authorized return on equity is 9.45% with an equity layer of 52.7% compared to the previously approved return on equity of 9.2%, an equity layer of 52%. The settlement maintains revenue decoupling. However, the decoupling methodology changed from an authorized revenue per customer model to a total authorized revenue target. As a reminder, in Hampshire, permanent rate case awards are reconciled back to the effective date of the temporary rate award and are subject to recruitment or refund. In this case, because the permanent rate award was greater than the temporary award, the company will record approximately $1.7 million of pretax income in the second quarter. The settlement also included a multiyear rate plan that provides for accelerated cost recovery for investments made in 2025 and 2026. The first step adjustment request which is currently pending approval of the New Hampshire Commission includes a $3.2 million rate increase effective September 1, 2026. We believe that the constructive outcome reached in this proceeding will allow us to continue to provide the safe and reliable service our customers expect and offers the company opportunity to earn its authorized rate of return. Turning to Slide 10. As Tom noted at the outset of the call, we filed a base rate case in New Hampshire for our gas subsidiary, Northern Utilities on April 1, 2026. The filing requests a permanent base rate increase of $9.8 million a temporary rate award of $6 million. I'm pleased to say that the company has reached a settlement agreement for temporary rates with the Department of Energy and the Office of Consumer Advocate that allows for a temporary rate increase of $5.5 million. Temporary rates are expected to take effect June 1, pending commission approval, and permanent rates are expected to take effect April 1, 2027. The filing also includes the continuation of revenue decoupling but similar to our New Hampshire Electric Company, we have proposed a decoupling methodology change from a revenue per customer model to a total authorized revenue target. We've also proposed a multiyear rate plan with 2-step adjustments to recover all 2026 and 2027 system investments. We are expecting to file a base rate case for Northern Utilities with the Maine Public Utilities Commission on or around June 1. On April 1, we filed a notice of intent in Maine, which included a rate request of approximately $7.5 million. Similar to our previous rate cases in Maine, we intend on utilizing a historical test year with adjustments to forecast rate base revenues and expenses through the rate effective year to reduce earnings attrition. We will provide additional details regarding these proceedings on future calls. Turning to Slide 11. As noted during our previous earnings call, our current 5-year capital investment plan through 2030 totaled approximately $1.2 billion, which is an increase of $200 million or 20% compared to our previous 5-year plan. This updated investment plan includes approximately $65 million for Bangor Natural Gas and Maine Natural Gas, but does not reflect any amounts for the pending Aquarion Water acquisition. With the addition of the 2 main gas companies, rate base increased 17% compared to the prior year, and average rate base growth has been 8.1% over the past 5 years, which is near the upper end of our long-term rate base growth guidance of 6.5% to 8.5%. Moving to Slide 12. We continue to prudently manage our balance sheet, targeting a balanced mix of common equity and long-term debt to maintain our investment-grade credit ratings. Our primary funding source for our 5-year investment plan is our stable cash flow from operations with additional funding from long-term debt and equity. On April 30, we issued $40 million of senior notes at our Fitchburg subsidiary to repay short-term debt and for general corporate purposes. As of today, the company has approximately $160 million of capacity available on its revolving credit facility. The company also has access to equity via its ATM program, which has $48.5 million of available capacity. As a reminder, the company has committed debt financing for the pending Aquarion acquisition. We anticipate that the ultimate funding for the pending water transaction could be satisfied by a combination of ATM proceeds and senior notes at the holding company or operating companies. We plan to maintain a level of holding company debt consistent with rating agency expectations. As we discussed last quarter, our annualized dividend for 2026 is $1.90 per share, representing an increase of 5.6% compared to 2025. Our dividend payout ratio target range remains at 55% to 65%. Turning to Slide 13. With our strong first quarter and constructive rate case outcome for our New Hampshire Electric Company, we reaffirm our 2026 earnings guidance of $3.20 to $3.36 per share with a midpoint of $3.28 per share. The midpoint of our 2026 guidance represents 6.1% growth relative to the midpoint of our 2025 guidance. We have also presented our expected 2026 quarterly earnings per share distribution, which highlights the seasonal nature of our earnings. I will now turn the call back over to Tom. Tom Meissner: Great. Thanks, Dan. Ending now on Slide 14. The first quarter provided a strong start to the year. Our core businesses are performing well, and we are executing on our strategic initiatives. Our value proposition remains unchanged, investing in low-risk regulated assets to generate stable cash flows while ensuring our customers are provided with top-tier utility service. We look forward to providing additional updates on our progress throughout the remainder of the year. With that, I'll pass the call back to Chris. Christopher Goulding: Thanks, Tom. That wraps up the prepared material for this call. Thank you for attending. I will now turn the call to the operator who will coordinate questions. Operator: [Operator Instructions] Our first question comes from Andrew Weisel with Scotiabank. Unknown Analyst: This is Rebecca Gabler on for Andrew Weisel. Given the recent updates with respect to Alarion Will the terms and conditions of the Aquarion approval have any impact on your earnings outlook? Daniel Hurstak: Rebecca, are you speaking about an state in particular? Unknown Analyst: No. Just in general? Daniel Hurstak: So I think as Tom mentioned earlier, the transaction between Eversource Energy and the Aquarion wire Authority is a condition for our transaction to move forward. So we are keenly watching what happens in Connecticut, and we understand that the current appeal period for the Pure order goes through mid-June. As far as the other states, if you look at the Massachusetts order that was issued earlier this year, it contains conditions, 1 related to the sale of Hingham assets and 1 related to a stay-out period. As we said in the motion for reconsideration and clarification, the risk matters posed to us is something that is unacceptable for us and would likely prevent us from moving forward with the Massachusetts operations as part of the transaction. . Unknown Analyst: Got it. That's helpful. And then just a quick second question. Given the spike in oil prices since the conflict in Iran started, have you guys seen any changes in customer behavior pace of conversion from oil or even the tone of conversations with regulators around customer behavior related to these issues? Tom Meissner: Rebecca, this is Tom Meissner. I think it's too soon to see any of those trends emerge because it's been really just a short period of time. But to your point, the cost of oil has increased dramatically for home heating and realistically, we probably enjoy almost a 2:1 price advantage right now. So we do hope to take advantage of that, and we do believe that natural gas offers a much more affordable choice for customers to heat their homes. Operator: [Operator Instructions] This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator: Good afternoon. Thank you for standing by. Welcome to the Westlake Chemical Partners First Quarter 2026 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded today, May 5, 2026. I would now like to turn the call over to today's host, Jeff Holy, Westlake Chemical Partners' Vice President and Chief Accounting Officer. Sir, you may begin. Jeff Holy: Thank you, Kelly. Good afternoon, everyone, and welcome to the Westlake Chemical Partners First Quarter 2026 Conference Call. I'm joined today by Albert Chao, our Executive Chairman; Jean-Marc Gilson, our President and CEO; Steve Bender, our Executive Vice President and Chief Financial Officer; and other members of our management team. During this call, we refer to ourselves as Westlake Partners or the Partnership. References to Westlake refer to our parent company, Westlake Corporation, and references to OpCo refer to Westlake Chemical OpCo LP, a subsidiary of Westlake and the Partnership, which owns certain olefins assets. Additionally, when we refer to distributable cash flow, we are referring to Westlake Chemical Partners MLP distributable cash flow. Definitions of these terms are available on the Partnership's website. Today, management is going to discuss certain topics that will contain forward-looking information that is based on management's beliefs as well as assumptions made by and information currently available to management. These forward-looking statements suggest predictions or expectations and thus are subject to risks or uncertainties. We encourage you to learn more about the factors that could lead our actual results to differ by reviewing the cautionary statements in our regulatory filings, which are also available on our Investor Relations website. This morning, Westlake Partners issued a press release with details of our first quarter 2026 financial and operating results. This document is available in the Press Release section of our web page at wlkpartners.com. A replay of today's call will be available beginning 2 hours after the conclusion of this call. The replay can be accessed via the partnership's website. Please note that information reported on this call speaks only as of today, May 5, 2026, and therefore, you are advised that time-sensitive information may no longer be accurate as of the time of any replay. I would finally advise you that this conference call is being broadcast live through an Internet webcast system that can be accessed on our web page at wlkpartners.com. Now I would like to turn the call over to Jean-Marc Gilson. Jean-Marc? Jean-Marc Gilson: Thank you, Jeff, and good afternoon, everyone, and thank you for joining us to discuss our first quarter 2026 results. In this morning's press release, we reported Westlake Partners' first quarter 2026 net income of $14 million or $0.40 per unit. Compared to the fourth quarter of 2025, our first quarter sales and earnings benefited from a higher third-party average sales price that was offset by slightly lower production and sales volume. The stability of Westlake Partners' business model is consistently demonstrated through our fixed margin ethylene sales agreement, which minimizes market volatility and other production risks. The high degree of stability in cash -- in cash flow when paired with the predictability of our business has enabled us to deliver the long history of reliable distribution and coverage. This quarter's distribution is the 47th consecutive quarterly distribution since our IPO in July 2014 without any reductions. Before I turn the call over to Steve, I want to provide some thoughts on our CFO transition. As you may have read, on April 20, we announced that on June 15, Jon Baksht will join Westlake Corporation and Westlake Partners LP as Senior Vice President and Chief Financial Officer. Jon brings experience from the oil and gas, packaging and building product industries as well as investment banking to Westlake, and we look forward to him joining the partnership. On June 15, Steve Bender will transition to the role of Special Adviser and will continue to report to me as he supports the transition. We anticipate that Steve will participate in the second quarter earnings call in August. And with that, I would like to turn our call over to Steve to provide more detail on the financial and operating results for the quarter. Steve? Steven Bender: Thank you, Jean-Marc, and good afternoon, everyone. In this morning's press release, we reported Westlake Partners' first quarter 2026 net income of $14 million or $0.40 per unit. Consolidated net income, including OpCo's earnings, was $82 million on consolidated net sales of $306 million. The Partnership had distributable cash flow for the quarter of $18 million or $0.51 per unit. First quarter 2026 net income for Westlake Partners of $14 million was $9 million above the first quarter of 2025 Partnership net income due primarily to higher production and sales volumes as a result of last year's planned turnaround at Petro 1. Distributable cash flow of $18 million for the first quarter of 2026 increased by $13 million when compared to the first quarter of 2025 due to higher production and sales volumes and lower maintenance capital expenditures as a result of last year's Petro 1 planned turnaround. As compared to the fourth quarter of 2025, net income for Westlake Partners in the first quarter of 2026 declined by less than $1 million due to lower production and sales volumes that was mostly offset by higher third-party average sales price. Sequentially, our trailing 12-month coverage ratio improved to 1x from 0.8x, reflecting the aging out of the impact of the Petro 1 turnaround that occurred in the first quarter of 2025. Additionally, our operating surplus improved by $1 million as we achieved a coverage ratio above 1 in the first quarter. Turning our attention to the balance sheet and cash flows. At the end of the first quarter, we had consolidated cash and cash investments with Westlake through our investment management agreement totaling $81 million. Long-term debt at the end of the quarter was $400 million, of which $377 million was at the Partnership and the remaining $23 million was at OpCo. In the first quarter of 2026, OpCo spent $6 million on capital expenditures. We maintained our strong leverage metrics with a consolidated leverage ratio of approximately 1x. On May 4, 2026, we announced a quarterly distribution of $0.4714 per unit with respect to the first quarter of 2026. Since our IPO in 2014, the Partnership has made 47 consecutive quarterly distributions to unitholders. We have grown distributions 71% since the Partnership's original minimum quarterly distribution of $0.275 per unit. The Partnership's first quarter distribution will be paid on June 1, 2026, to unitholders of record on May 14, 2026. The Partnership's predictable fee-based cash flow continues to prove beneficial in today's environment and is differentiated by consistency of our earnings and cash flows. Looking back since our IPO in July of 2024 (sic) [ 2014 ], we have maintained a cumulative distribution coverage ratio of approximately 1x and the Partnership's stability in cash flows, we were able to sustain our current distribution without the need to access capital markets. For modeling purposes, we have no planned turnarounds in 2026. I'd like to turn the call back over to Jean-Marc to make some closing comments. Jean-Marc? Jean-Marc Gilson: Thank you, Steve. We are pleased with the Partnership's financial and operational performance during the first quarter. Solid operating rate at OpCo's ethylene facilities during the quarter resulted in a quarterly coverage ratio of 1.0x. Turning to our outlook. The conflict in the Middle East has significantly disrupted the global supply of oil, chemical feedstocks and polymers. Resulting supply concerns are prompting global chemical customers to source more material from North America in response to the conflict, which is supporting higher demand and prices for North American ethylene. While most of OpCo's ethylene volume is contracted to Westlake at a fixed margin of $0.10 per pound, margin for the approximately 5% of production that OpCo typically sells to third parties is benefiting from higher selling prices as a result of the factors I just discussed. Turning to our capital structure. We maintain a strong balance sheet with conservative financial and leverage metrics. As we continue to navigate market conditions, we will evaluate opportunities via our 4 levers of growth in the future, including increases of our ownership interest of OpCo, acquisitions of other qualified income streams, organic growth opportunities such as expansions of our current ethylene facilities and negotiation of a higher fixed margin in our ethylene sales agreement with Westlake. We remain focused on our ability to continue to provide long-term value and distribution to our unitholders. As always, we will continue to focus on safe operations, along with being good stewards of the environment where we work and live as part of our broader sustainability efforts. Thank you very much for listening to our first quarter earnings call. Now I will turn the call back over to Jeff. Jeff Holy: Thank you, Jean-Marc. Before we begin taking questions, I would like to remind you that a replay of this teleconference will be available 2 hours after the call has ended. We'll provide instructions to access the replay at the end of the call. Kelly, we will now take questions. Operator: [Operator Instructions] Our first question comes from the line of James Altschul of Aviation Advisory Service, Inc. James Altschul: In your prepared remarks, you mentioned that you anticipate or I don't know if you anticipate, you're seeing, I believe, increased margins on the 5% of your sales to third parties as a result of the war and thus the increased interest in sourcing your products from a North American-based supplier. Did we really see the impact of that in the first quarter because the war started at the end of February and the -- I'm not remembering exactly when the price of oil started to jump and the shipping was intercepted. Are we going to see a more significant impact in the second quarter? Steven Bender: Yes, it's a very good question. And I will say that as a result of the run-up in ethylene pricing, we did take the opportunity in the first quarter, in March to actually sell more third-party ethylene volumes than would be normally the case. We typically try to take opportunities to maximize the margin in this business when we see opportunities like this. And we did sell more volume in the first quarter than might be typically done as an example, last year's first quarter. And it did improve the margins associated with the business as a result of doing so. As we look into the -- I was going to say, as we look into the second quarter, if we see opportunities of this nature and continue to see elevated ethylene, we'll continue to do so. James Altschul: Okay. But I'm looking at the income statement and it says on the revenue, the figure for third-party sales is a few million less than the comparable quarter last year. But of course, that's sales, not margin. Steven Bender: Yes. And so again, just the impact of only 1 month of activity. I do expect that if the ethylene remains as elevated as it has been recently, you'll see more of a positive impact in the second quarter. Operator: I am showing no questions at this time. I will now turn the call back over to Jeff Holy. Jeff Holy: Thank you, Kelly. Thanks, everyone, for participating in today's call. We hope you'll join us for our next conference call to discuss our second quarter 2026 results. Operator: Thank you again for your participation in today's Westlake Chemical Partners First Quarter 2026 Earnings Conference Call. As a reminder, this call will be available for replay beginning 2 hours after the call has ended and may be accessed until 11:59 p.m. Eastern Time on Tuesday, May 19, 2026. The replay can be accessed via the Partnership's website. Goodbye.
Operator: Good morning. My name is Vincent, and I'll be your conference operator today. At this time, I would like to welcome everyone to the SOPHiA GENETICS First Quarter 2026 Earnings Conference Call. [Operator instructions] Kellen Sanger, SOPHiA GENETICS VP of Strategy, you may begin. Kellen Sanger: Thank you, and good morning, everyone. Welcome to the SOPHiA GENETICS First Quarter 2026 Earnings Conference Call. Joining me today to discuss our results are Dr. Jurgi Camblong, our Co-Founder and Chief Executive Officer; Ross Muken, our Company President; and George Cardoza, our Chief Financial Officer. I'd like to remind you that management will make statements during this call that are forward-looking statements within the meanings of federal securities laws. These statements involve material risks and uncertainties that could cause actual results or events to materially differ from those anticipated, and you should not place undue reliance on forward-looking statements. Additional information regarding these risks, uncertainties and factors that could cause results to differ appears in the press release issued by SOPHiA GENETICS today and in the documents and reports filed by SOPHiA GENETIC from time to time with the Securities and Exchange Commission. During this call, we will present both IFRS and non-IFRS financial measures. A reconciliation of IFRS to non-IFRS measures is included in today's earnings press release, which is available on our website. With that, I'll now turn the call over to Jurgi. Jurgi Camblong: Thanks, Ken, and good morning, everyone. I'm pleased to report that SOPHiA is off to a strong start in 2026. In the first quarter, we delivered revenue growth of 22% year-over-year. We also performed a record 108,000 genomic analysis as demand for SOPHiA DDM accelerates across the globe. In addition to processing more data volume than ever, we also achieved adjusted gross margin of 75.4%, demonstrating the unique scalability of our hyper-efficient analytics platform. Ross and George will walk you through the commercial and financial details in a few minutes. But first, let me step back and frame why this quarter matters strategically. The precision medicine landscape is at an inflection point. Sequencing costs are declining, data per patient is exploding, and AI is becoming essential for delivering the highest standard of care. As a result, hospitals and labs around the world are increasingly looking to scale their genomics testing capabilities. With the right partners, turnaround times become faster, economics become profitable and data generated becomes invaluable for performing research and making discoveries. SOPHiA DDM was built for this moment. Our platform streamlines testing and allows any institution anywhere in the world to quickly scale their own world-class precision medicine capabilities. SOPHiA DDM provides customers with not just a tool, but an AI native service that delivers workflow outcomes, generating highly accurate insights and faster speeds while also unlocking profitable economics for institutions. But that's not all. SOPHiA DDM also makes patient care more intelligent by breaking data silos and allowing clinicians to tap into a collective intelligence of the smartest minds in health care. As hospitals use SOPHiA DDM to generate insights and treat patients, they also contribute a stream of data and knowledge back into the platform. As more data flows through the platform, our algorithms become smarter. This in turn enables boost and clinicians to get better insights, building trust along the way. Deeper trust, smarter insights and better outcomes ultimately accelerates new platform adoption, creating a virtuous loop with compounding growth effects. As of Q1, this adoption loop has enabled us to connect 537 institutions across the globe who use SOPHiA DDM every day for genomic analysis. In the quarter, this institution uploaded real-time real-world genomic data for 108,000 patients. And in March, we set a new company record with more than 40,000 patients analyzed in a single month. This diverse real-time real-world data stream includes patient data from 75 countries worldwide, creating breadth and globe exposure and is unmatched in our space. Over the past 2 years, our rich diverse data set, which includes nearly 2.5 million genomic profiles since inception has enabled us to build some of the most sophisticated AI in health care. New applications in liquid biopsy, solid tumor, MRD for AML and enhanced exams are impressing our users with their accuracy, flexibility and AI-powered insights. And the good news is we're just getting started. Our top innovation priorities going forward will focus on deepening clinical relationships and getting closer to the patients. To accomplish this, we will expand platform capabilities to new areas as the market evolves. This includes supporting larger, more complex NGS applications like all transcriptome and methylation, tracking patients longitudinally with MRD, mastering data compute at scale, optimizing the end-to-end workflow and developing increasingly regulated products. It also includes expanding capabilities beyond genomics into multimodal to support clinical decision-making and accelerate the future of data-driven medicine. Our planned innovations are also designed to resonate with biopharma. Throughout the year, we will invest in evolving our data sets into durable commercial assets for real-world evidence. In addition, we are working hard to create a global decentralized companion diagnostics offering that brings life-saving therapies to patients across our network. In short, our unique positioning and data set are enabling us to build for the future. We have been a technology company since day 1, building real AI to solve the world's most difficult biological challenges. The market is coming to us, and I couldn't be more confident in our ability to deliver products for future growth. As we continue to invest in the future, we also must remain committed to growing in a sustainable way. Across the organization, our teams are hyper focused on continuous improvement, efficiency and operational excellence. We benefit from a young, agile and tech-centric workforce that has been quick to adopt and deploy emerging productivity tools, including the new AI technologies in the market. Early results from our internal rollout of these AI tools has been overwhelmingly positive. In Q1, we materialized the benefits of recent efficiency gains and took a series of targeted cost actions, which modestly reduced headcount and nonlabor spend across the business. These actions, which mostly focused on support and operations functions have allowed us to invest even more in high-growth areas while also ensuring that we meet our profitability commitments going forward. As the year continues, we will look forward to updating you on our progress in showcasing the impressive operating leverage that is inmates to our business model. In closing, Q1 was a strong quarter for SOPHiA. The market is reshaping itself around intelligence, and we are perfectly positioned to accelerate this movement. Our network is compounding and our data is unmatched. We continue to scale and our path to profitability is becoming increasingly clear. As I close out my final earnings call as CEO before I transition to Executive Chair in June, I'm happy to transition leadership of a business that is in excellent shape to a capable leader who will propel SOPHiA to its next stage of growth. With that, I will now turn the call over to Ross, who will provide a more detailed update on the business and growth drivers for the year. Ross Muken: Thanks, Jurgi. I certainly share your excitement about the business. And today, I'm pleased to share an update on our progress to start the year. In the first quarter, 3 major themes defined the quarter. First, the U.S. business continues to gain momentum. Decentralized testing has always been a widely accepted characteristic of the European and global market. However, in the last 12 months, demand for decentralized testing has materially increased in the U.S. as reimbursement rates become more established and denial rates improve, hospitals and labs are waking up to the benefits of scaling their own testing capabilities. Central labs have proven that testing is profitable and that genomic data has significant value. Now U.S. hospitals and labs are making testing part of their core strategy, and those who move are seeing significant benefits. In the first quarter, we announced an expanded partnership with Mount Sinai, one of the leading academic health systems in the U.S. who is using SOPHiA DDM to bring haemato-oncology and solid tumor testing to the New York market. They joined a growing number of New York area institutions to partner with SOPHia, including NYU Langone Health and Memorial Sloan Kettering Cancer Center. As more institutions adopt SOPHiA DDM, the cost of not having our platform becomes real. Regional density causes patients, providers and even payers to push testing volumes towards sites which offer the best insights at the lowest cost with the fastest turnaround times. We're proud to work with our partners to bring these positive structural changes to the New York testing market and welcome a decentralization revolution to the New York City area. The second key theme for the quarter was continued growth of new applications such as the MSK Impact and MSK Access test. In Q1, less than 2 years after decentralizing and deploying these tests globally, we have already reached a total of 100 customers worldwide who have signed on to adopt the applications. A few of these include prestigious Q1 signings such as Master UMC, a leading Dutch academic medical center, Hospitalia Niguarda, one of Italy's leading hospitals in Milan and Rural University Bulcum in Germany. These customers, along with half of the 100 signed accounts are currently implementing SOPHiA PBM, which means they should begin generating revenue over the next 12 months. Among those who have completed implementation, we are pleased to record 3,000 liquid biopsy analysis in Q1, up more than 100% year-over-year. We look forward to this number continuing to grow as more customers finish their implementation, and start using the sophisticated high SP application. New applications such as liquid biopsy and enhanced exomes help our sales team expand within accounts. As a reminder, we landed a large amount of new customers in 2025 with 124 new signings throughout the year. As we turn to 2026, a major focus will be expanding across these customers by encouraging them to adopt additional applications. I'm proud to say that our expand engine is off to a strong start in the first quarter. Net dollar retention, or in other words, same-store growth increased to 117%, up from 103% in the prior year period. Moreover, forward-looking indicators show no signs of stopping. In Q1, we signed many notable expand deals, including 3 in Europe that were each valued at over $1 million in annual contract value. This serves as another impressive proof point for the virtuous loop fueling our platform's growth. It also shows that hospitals are excited to consolidate their data strategies with trusted partners in a market where winner take most dynamics are forming. The final theme for the quarter was substantial increased momentum with biopharma. In the first quarter, biopharma revenue growth was positive and contributed modestly to overall growth as some of the recent new contracts we signed began to generate revenue. We continue to make progress with a growing number of biopharma partners and momentum is strong. Coming out of AACR and World CD and CDx Summit Europe 2026, it is clear that biopharma customers are looking to develop comprehensive AI investment strategies with trusted partners. It is also clear that every biopharma company we speak to recognizes that SOPHiA provides differentiated value across the drug continuum. They recognize that our diagnostic network is unmatched in global reach and that the data streaming through our platform has incredible value. They also appreciate our deep AI expertise in the field of biology. Our offering is continuing to resonate as one of the only companies in this space that could support a drug across its entire life cycle from companion diagnostics to post-launch monitoring with real-world evidence to patient selection and trial design. In the last 6 months, increasing momentum has materialized in the recent signing of contracts with major biopharma such as AstraZeneca and Johnson & Johnson as well as biotechs like Kartos and others. Moreover, our partnerships with Myriad Genetics in the U.S. and added innovations in Japan continue to progress as we work on building out the infrastructure for a hybrid global CDx offering. We look forward to updating you more on these items over the coming weeks and months. Looking ahead to the remainder of 2026, our pipeline across clinical and biopharma remains strong and healthy even after strong bookings conversion. Deal size continues to grow and the number of opportunities in our pipeline above $1 million are becoming even more numerous. The market is moving in our direction, and we are excited to continue capitalizing on our opportunity. With that, I will now turn it over to George, who will provide a more detailed look at our financial results and the outlook for 2026. George Cardoza: Thank you, Ross. As Jurgi and Ross highlighted, Q1 results were strong and our outlook remains positive. Total revenue for the first quarter was $21.7 million compared to $17.8 million for the first quarter of 2025, representing year-over-year growth of 22% I will note that year-over-year revenue growth would have been slightly stronger if not for a onetime benefit in the prior year period from a customer true-up. Platform analysis volume was approximately 108,000 in Q1 compared to 93,000 in the first quarter of 2025, representing solid growth of 16%. From a regional perspective, U.S. volumes continue to expand at healthy levels, growing 28% year-over-year in Q1. APAC also outperformed with 31% volume growth. In EMEA, revenue grew 30% year-over-year, impressively above the company average, mostly driven by great performance in the U.K., Belgium and Switzerland. In Latin America, revenue remains soft, and we have made changes there to turn around our performance. From an application standpoint, Hem/Onc revenue grew 24% year-over-year. Rare and inherited growth also picked up in the quarter with volumes growing over 20% as our enhanced exome product begins to come online. As Ross mentioned, liquid biopsy, which carries a higher ASP, continues to ramp and contribute to our revenue growth as well with more growth expected for the second half of the year. Core genomic customers were 537 as of March 31, up from 490 in the prior year period. Annualized revenue churn remained world-class at less than 1% in Q1. As Ross mentioned, net dollar retention for the quarter was 117%, up from 103% in the prior year period. Gross profit was $14.7 million compared to $12.2 million in the prior year period, representing growth of 21%. Gross margin was 68.0% compared to 68.7% for the first quarter of 2025. Adjusted gross profit was $16.4 million, an increase of 22% compared to adjusted gross profit of $13.4 million in the prior year period. Adjusted gross margin was 75.4% compared to 75.7% for the first quarter of 2025. Total operating expenses for Q1 were $32.0 million compared to $28.2 million in the prior year period. Some specific items temporarily impacted reported operating expenses and are worth calling out directly as they do not reflect the company's underlying operating performance. First, foreign exchange headwinds continue to negatively impact reported results, primarily due to the strengthening of the Swiss franc. The Swiss franc strengthened approximately 14% against the U.S. dollar from Q1 2025 to Q1 2026, meaningfully increasing the dollar translated costs of our Swiss payroll and facilities. This is a pure translation effect as our underlying cost structure in local currency remains disciplined. Second, as previously disclosed, Guardant Health filed patent infringement claims against us in the United Kingdom and at the Unified Patent Court in Paris during Q3 last year, alleging that our MSK access application infringes their patents. We incurred approximately $1.4 million in related legal expenses during Q1, which is reflected as a litigation adjustment in our adjusted EBITDA reconciliation. Importantly, in January, the UPC rejected Guardant's request for provisional measures and ordered them to pay us $700,000 in interim costs, $500,000 of which we received in mid-March and an additional $200,000, which we received in mid-April. Net of this recovery, litigation impact on Q1 operating expenses was approximately $700,000. Operating loss for the first quarter was $17.3 million compared to $16 million in the prior year period. Adjusted EBITDA was a loss of $9.2 million compared to the prior year loss of $9.5 million. Lastly, cash burn, which we define as the change in cash and cash equivalents, excluding cash received from borrowings and stock sales as well as FX impacts, was $19.5 million compared to $11.7 million in the prior year period. This year-over-year increase reflects 2 expected dynamics. First, coming off a strong 2025, annual bonus and commission payouts were meaningfully higher than the prior year, and these were paid in March. Secondly, we also invested in the build-out of a new lab at our Swiss headquarters with increased capacity to support revenue growth for years to come. This impacted our cash burn by approximately $1 million in the quarter. Third, we continue to vigorously defend ourselves against the patent infringement lawsuit filed by Guardant Health, and we paid several bills for expenses incurred in the first quarter of 2025. The $500,000 from Gardens in Q1 and the additional $200,000 received in April only cover a portion of our total litigation costs. We ended Q1 with cash and cash equivalents of $65.4 million as of March 31, which includes $14.5 million in ATM proceeds received in the first quarter of 2026. In January, as previously disclosed, we also expanded our credit facility with Perceptive Advisors, increasing total available liquidity by $25 million. We remain confident in our current capital position with respect to the achievement of our long-term goals. I'll now turn to the 2026 outlook. Given the promising revenue growth in Q1, SOPHiA GENETICS is reaffirming our full year revenue guidance for 2026 of $92 million to $94 million, representing 20% to 22% growth on a reported basis. We still expect 2026 growth to be mostly back half weighted as new business signed in 2025 comes online in the second half of the year and as more MSK ACES, MSK IM PACFLEX and enhanced exome business ramps up to routine usage. We also expect that exchange rates will remain volatile due to macro uncertainties, which may have an impact to reported results. Beyond revenue, we are also reaffirming our full year adjusted EBITDA loss guidance of $29 million to $32 million compared to $41.5 million in full year 2025. As demonstrated this quarter, we continue to make targeted investments in our platform to further optimize cloud compute and storage costs and expect gross margins to slightly expand beyond 2025 levels. As a global company, we are monitoring the ongoing conflict in the Middle East closely, particularly with respect to shipping and customer activity in the region. So far, the conflict has not materially impacted our results, and we do not believe it will have a material impact this year. In Q1, as Jurgi mentioned, we took a series of cost actions and realized benefits of adopting AI across our teams. These actions reinforce our conviction to grow revenue without increasing headcount. They also give us confidence that we will be able to continue holding the line on operating expenses in local currencies and reach our profitability guidance. All said, we continue to believe that we are on track to be approaching adjusted EBITDA breakeven by the end of 2026 and crossing over to positive adjusted EBITDA in the second half of 2027. With that, I would like to turn the call back over to Jurgi for closing remarks before we take your questions. Jurgi Camblong: Thank you, George. As I wrap up my last earnings call as CEO of SOPHiA GENETICS I feel confident as ever in our long-term trajectory. Forward-looking indicators remain strong across the business. We continue to see a steady stream of customer signings across new and existing customers. Biopharma interest is growing and our pipeline is expanding across regions and applications. At the same time, we continue to be laser-focused on optimizing costs and delivering sustainable growth. Thank you to the SOPHiA team, customers, partners and investors for your continued trust and partnership. 15 years ago, we had an ambitious vision to transform health care through data and AI. Today, we operate the most widely used AI-driven platform in precision medicine, impacting 40,000 patients per month and 2.5 million patients since inception. I'm so proud of what our team has accomplished over the past 15 years, and I know we are just getting started. Operator, you may now open the line for questions. Operator: [Operator Instructions] Your first question comes from the line of Mark Massaro from BTIG. Mark Massaro: Congrats on the quarter. Jurgi, I appreciate the network that you've built globally to decentralize this testing and look forward to working with you as you move to the Executive Chairman role. Sure thing. Yes. So moving into my question, I guess, the adjusted gross margin of 75% was certainly a key highlight of this print. Can you just give us a sense, guys, for your degree of confidence to maintain or how do you think about this gross margin profile going forward? I know that you are planning to onboard some higher mix applications. So is this something that you think you can build on here? Or were there some onetime items that might be lumpy on the gross margin line? Jurgi Camblong: Ross? Ross Muken: So Mark, we've really spent quite a lot of effort modernizing the platform over the past 24 months as we've talked about our Gen 2 transition, and I think you're seeing the benefits of that. And I think there's a lot more scalability left even as we bring on more complex solutions that require a lot more compute. And so in general, I'm super happy with how the team has executed here. I think fundamentally as well, we're seeing positive pricing dynamics in our environment. So you have both the mix of trade up to more complex solutions as well as more value realized for solutions like ours as a percentage of total cost of diagnostic or as a percentage of revenue. So I think on both of those parameters, this is quite constructive for us. And so I'll let George comment on what's contemplated going forward. But for me, I still think there's some room to go, but certainly, we're very pleased with how we've executed. George Cardoza: Yes. No, Mark, as Ross said, I mean, we're very pleased with the performance of our tech team, and we were pleased with where gross margin came in for the quarter. We do have some pharma business. And if anything could be lumpy on the margin side, it would probably be more of the pharma business. Our full year guidance was modest improvement in gross margins, and we're still holding to that. But certainly, we were pleased with where Q1 came in. Mark Massaro: Okay. Great. And it looks like you guys took some cost reduction actions in the month of April. It looks like it's a small action, but can you just speak to which regions were impacted? Anything in the U.S. that was material? And how should we think about that in terms of headcount? Ross Muken: So a couple of things, Mark. So one, the action was quite small, right? So it was a very modest change to the cost structure. We are an organization very focused on continuing improvement. We've also seen some gains in parts of the business from -- and so we wanted to be able to drop some of that down and then reinvest other parts. So I would say, in general, again, this was quite isolated and generally, I would say, in the G&A functions where we gained efficiency. And so this was our ability to show that, obviously, we're an organization very committed to our profitability targets. And also as a software and AI business, we're one that could not only obviously deploy games to our customers, but also utilize some of that on our own operations, which will help us again, as we scale as growth continues to reaccelerate here. George? George Cardoza: Yes. No. And again, we've -- in our guidance for the year, we said EBITDA -- adjusted EBITDA of $29 million to $32 million. And this was an important part is maintaining that cost discipline across the organization. And like Ross said, that's just part of what we're doing and making sure that we continue to have that discipline going forward. And as mentioned, Mark, regionally, most of it was G&A. So I would say probably a bit more concentrated in the Swift operations. But honestly, no real geographic bias to it. And actually, the U.S. is where some of the headcount redeployment, particularly on the commercial side will go. It will be modest. And that's because we're seeing really great characteristics in that business and really are confident in our ability to continue to grow market share in the territory. Mark Massaro: Great. And maybe just my last question. You alluded to the fact that you signed a lot of new customers in 2025, many of which are planning to turn on to the DDM platform in the second half. I just wanted to get a sense for -- obviously, you did reaffirm the revenue guidance, but I just want to get a sense for whether or not you believe that you're tracking to initiating the go-lives for many of these customers and wanted to test your degree of confidence on these folks coming on to the platform. Ross Muken: So Mark, we came in ahead of our plan in the first quarter. So we're very happy with our performance. You know we're conservative. And so given it's early in the year, despite we're really pleased with the signals and we remain extremely confident in sort of the customer onboarding and progression. We want to make sure that we're well set up for the year. So I would say stay tuned. But ultimately, we're feeling very good around delivering on our commitments and ideally, obviously outperforming. I would say, overall, on the onboarding side, I'm really pleased with our implementation team on our tech side and our bioinformatics group as well as in services. We've seen the pacing of some of the large customers pick up. We have quite a number of them coming online, including some that came on late in March, which helped with that record month that you saw. and helped us have a record quarter. And so my expectation is that we will -- that cadence will continue to improve. Again, a lot of the AI and other initiatives we have are focused on speeding up that time to revenue. And so again, as George talks about the back half ramp, a good portion of that is highly visible and is obviously tied somewhat to some of those customers, particularly some of the large U.S. ones coming online, and we remain super confident on our ability to execute on that. And ideally, if they ramp consistent with what we've seen historically, that may provide some cushion for upside as we tend to initially guide fairly conservatively for the on-ramp of new business. So again, a lot to look forward to on our side as that growth ideally continues to move in a favorable direction. Operator: Your next question comes from the line of Dan Brennan from TD Cowen. Kyle Boucher: This is Kyle on for Dan. I wanted to jump into your net dollar retention, which accelerated again this quarter to 117%. Can you just discuss some of the drivers a little bit more? I mean is this more driven by customers expanding into multiple applications on DDM? Or is it more a mix of the uptake of higher ASP tests like MSK ACES that's driving that performance? Ross Muken: Thanks, Kyle. Obviously, we're happy to see that metric get back to, I would say, really high-quality standard among software businesses. So we're quite pleased with the organic growth. As you mentioned, it's coming from a mix, right? So we were very intentional this year versus the last 2 years of really focusing on the expand -- and so that obviously will benefit the NBR line. And ideally, this will continue into next year. This is a very high ROI acceleration as well as it carries with it very little incremental cost. And so it helps as we think about our shift to EBITDA profitability. I would also say, and you can see it by the strong EMEA results, the underlying growth in our industry, I think, has become healthier. You see it in one of the large equipment vendors numbers relative to clinical consumable growth. But I think overall, customers are healthy. New technologies are coming online. For us, that would be things like liquid biopsy or exomes. And in general, pricing remains, as I mentioned, favorable. So I think the component of all of that with incredibly low churn all of that comes together to give us confidence that the improvement in sort of that organic underlying growth rate will sustain. Kyle Boucher: Got it. And then maybe just on your Latin America business. You noted it was soft in the first quarter. I think in your 6-K, it said it was down over 30%, but I believe you had a really tough comp there year-over-year. Can you just dig into some of the trends that you're seeing in Latin America and just expand upon that a bit? Ross Muken: Yes. So thank you for the question. Obviously, we've been disappointed in that region, albeit it's a small one, but it's strategically important for the last number of quarters. So we did make a change there in leadership. I was actually just there myself very recently as was our CSO in Brazil and Colombia and Argentina, all 3 critical countries. I would say Brazil at the moment is where some of that softness is kind of isolated. And so we've got some ideas and thoughts of how we're going to reaccelerate the territory. I would say I'm quite optimistic on Mexico and Colombia and to a lesser degree, Argentina. But I think overall, we expect the region to return to growth. We think we're going to make the necessary changes there, and we think the portfolio is also well positioned. It's also a region that's highly pharma sensitive. And so sometimes as well, it's dependent on where pharma pipelines are, and there are a few key new drugs coming online that will be highly relevant for Latin America. And so we would expect that as well to drive an increase in testing in some of the geographies. And so overall, I would say we're cautiously optimistic, but certainly, we've taken actions to ensure that we get back on track in this strategic territory. Operator: Your next question comes from the line of Bill Bonello from Craig-Hallum. William Bonello: A couple of questions here. First of all, I want to follow up on one of the questions that Mark asked just about implementation time. But more specifically to MSK ACES. I'm just curious what you're seeing these days in terms of sort of typical onboarding time once a customer has said that they want to adopt MSK Access? And then what you're kind of seeing as a typical ramp once they're up and running the test? Ross Muken: Bill, it's a great question. Thank you. So obviously, as you know, MSK Access is incredibly important to us. We're really proud of the 100 accounts that have come online, if you just put that in context. the world didn't really have liquid biopsy testing outside of the United States. And so we're really pleased to see it adopted at this great rate. And we're also really proud to have great pharma partners in that journey that have helped us in that adoption rate. And so I would say, overall, I wish I could tell you that there's a pattern on some of the adoption. I would say several accounts have come online and oncologists have really, I would say, understood how to utilize the technology, and we've seen volumes ramp. I think others take more education. And so again, there's varying degrees of sophistication and understanding on different sort of cancer types dependent on where we look around the world. But at the moment, about half of the accounts are online. I would say they're all ramping. We continue to believe this will be a very material part of the incremental growth. And so overall, I would say we're pleased. But certainly, you start to see some of that impact the revenue line, but I would say more is to come over the next several quarters and into 2027. And so far, it's hitting our internal expectations, but we'd obviously like to see that inflect more materially. And we think we, again, better doctor education or oncologist education in some of the territories. And then if you see some of what's going to be presented at ASCO as well as at ESMO, our expectation is all of this will help drive with that utilization to much higher levels over time. But it's been pretty broadly adopted, right? And so you should expect to see different adoption curves in each of the different nations. William Bonello: That's helpful. And then just a follow-up on the pharma side. And you touched on this just slightly in your response to that question. It's great to see the recovery there. It does seem like typically pharma revenue might capture a lower multiple just because it's not seen -- it is seen as potentially less recurring. Could you maybe talk to us about how you think about the pharma business vis-a-vis the clinical business? In other words, how does pharma drive clinical if it does? Ross Muken: Bill, it's another great question. So -- and it ties, frankly, into your first question because a product like MSK ACES, which is really a platform for pharma, does have a fantastic flywheel between biopharma and clinical usage, as you alluded to. So I would say, overall, we're very pleased finally with where our pharma business is performing. We've now gotten back into the green, and we're starting to see some nice momentum where I think over the next several quarters, you'll see that acceleration play out in the total revenue performance. So certainly, quite a different picture than where we were 24 months ago. As you know, we made some tough decisions in that business, and we really refocused and we're seeing the benefits now of that play out in the numbers. And so I would say, again, one of the key things we've strategically decided to do is less kind of large one-off project type business that doesn't yield strategic and/or recurring revenue benefits. So we're much more confident that the type of business we're bringing online is recurring, can be repeated and can be scaled. And as you think about, again, some of the types of CDx projects even that we do, much of that is done with the intent of not only being able to serve pharma through the CTA and CDx portion, but obviously, on the clinical side thereafter. And the idea that you can have one harmonized global solution in all markets, right? Think about that in liquid biopsy that doesn't require large bridging studies that doesn't require some hybrid mix of 7 or 10 laboratories around the world solving for a geographic or a global picture. I think it's a super compelling offering. And it's also different in that for us, we're already embedded in so many of these accounts. And so once we flip the switch from some of the pharma work into the clinical market, it's the same solution, right? And we can start relatively quickly serving customers in that market post approval for a drug. So I think for us, again, that flywheel is hypercritical. We're really happy with the progress pharma has made. And I would say, overall, you can hear from us our confidence is up. Again, we're not declaring victory. We're just starting to show kind of the right level of performance here, but it's certainly materially better than where we were even 12 months ago. Operator: Your next question comes from the line of Subu Nambi from Guggenheim Securities. Subhalaxmi Nambi: This is Ricky on for Subu. So in the slides, you have the average price per analysis ranging from $100 to $500. And for the first quarter, just some back of the envelope math here, it comes in around $195 per sample analysis -- per analysis. So what is your expectation for the ASP trend through the remainder of the year? And what are you assuming for this in guidance? Jurgi Camblong: George? George Cardoza: Yes. If we exclude the pharma business and just look at the clinical business, our price sequentially was up $2. So as Ross said, we're building in terms of selling more higher-value tests. So our expectation is to continue to see that lift as the quarters go on during the year. And we continue to see the access clients, the 100 clients that we booked ramp up. So we're optimistic about ASP. Now there's a balance there because, obviously, we are expecting growth now in our Latin America business and some emerging markets like India and Turkey. But still, in terms of modeling, we do expect the ASP to have lift in it for the remaining quarters of the year. Subhalaxmi Nambi: Got it. That's helpful. And a lot has been asked on biopharma, but maybe just a slightly different approach of the question. You mentioned how this is a modest positive contributor to growth in the quarter, and there was lots of positive color on signings and outlook. But did the quarter turn out the way you expected? Or was it above your expectations? And did it change what you're expecting for the remainder of the year? Ross Muken: Yes. So as I mentioned before, we're quite conservative, Ricky. So despite the fact that pharma performed quite well, and I would say we're optimistic for continued sequential improvement and a step-up in the second half of the year as well. We did not change our expectation in the guide. I'll let George give some color. But I think just fundamentally there, since we're early in that reacceleration, we want to remain conservative. But what we're trying to convey is if we look at the picture in terms of -- and even for myself, I was at two large conferences during the quarter. If we look at the level of interactions we're having with pharma and what we're discussing and the comprehensive nature of that, if we look at the RFPs we're responding to, if we're looking at what's in the pipeline and what's late stage and then what we've now executed on over the last several quarters in terms of new pharma customers as well as new contracts with our existing customers. It's a much better mix than what we've seen in the past, both across, frankly, diagnostics and data. And we haven't talked about data or our evidence generation business in a while, but we're actually seeing as well there subtle improvements. And so I think overall, what we're trying to kind of point to is our increased confidence that, that will improve, but we remain conservative, right, George, in terms of how we factor that into the forecast. George Cardoza: Yes. We're very pleased with the performance of the Pharma business. As Ross said, I mean, it's really been building momentum. It's tangible. We can see it. And again, I think in 2026, it's going to be an accelerator, but it's really going to be an accelerator in 2027 and beyond as that business just continues to build and build. Operator: There are no further questions. Please continue. Jurgi Camblong: Well, thank you so much for joining us today and for joining us and me in a journey of 15 years. I'm very happy to basically let the driving seats to a fantastic leader who sits next to me here in Switzerland today, surrounded by a very talented team and with a technology that is better than ever to be able to capture even more opportunities in the market. So I'm very, very pleased with what we have achieved, and please continue following us. As you will see, we will continue to transform precision medicine over the next years. Thank you. Operator: Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.